Do You Remember The Once-ler?
by CallMeLy
Summary: You probably know the story of the rise and fall of the Once-ler. But do you know what happened next? He didn't just shut himself up straight away. And Ted wasn't the only one who came to visit him. A lot happened between the time when the Lorax left, and when he returned...
1. Prologue: How Bad Can I Possibly Be?

**Disclaimer - **I don't own The Lorax. Copyright to Dr Seuss and Illuminations Entertainment

* * *

Prologue: How Bad Can I Possibly Be?

I strode down the hallway past my mom's desk, the paintings of the Truffula trees, the blown-up image of myself and, most importantly, the 'Thneeds Sold' counter, which had reached well over 5 million and was still scrolling through the numbers at top speed. I pulled out my watch without stopping, checked the time - 6:30pm - and put it away again. There was nothing left to do today, no meetings, no inspections, nothing. I could relax for the rest of the night. Brett and Chet stood waiting and opened the doors to my office. We didn't speak a word to each other, we didn't make eye contact. That's the way it was. Back when we first started out, we had all worked together, actually acting like brothers for the first time in years. But it was my company, and they were just workers. It had been five long years since this whole thing started, and in that time, they'd become less of a family and more of a business team. I walked straight past them and into my office, hearing them close the door behind me, but I didn't turn to look. I never did. I took off my glasses and tossed them onto the desk as I fell back onto the tall chair. I paused for a second then pulled my chair in and rested my elbows on the desk, rubbing my hands together as I admired the Thneedville model in front of me. My invention had become so popular, and the citizens of Greenville held so much admiration for me that the town had been renamed and remodelled, and I practically ran the place. With a childish smile, I reached out to touch one of the buildings.

"So how are things?"

I started and my eyes widened for a moment. _I know that voice…_ I looked up to see the Lorax sitting on the railing of the balcony, his back to me. I turned my chair towards him and scowled. "What are you doing here?" He ignored the question and spun round to face me, looking back at me with sad eyes.

"Happy yet? You fill that hole deep down inside you?" He furrowed his bushy eyebrows, "Or do you still need more?"

"Look. If you've got a problem with what I'm doing, why haven't you used your, quote-unquote, '_powers_' to stop me?"

"I told you," he said after a pause, and I stood from my chair to walk over to him, "… That's not how it works."

"Right, I forgot," I pointed an accusing finger at him; "You're a fraud. I need you to get out. _Now_." He only jumped down from the railing and shot me an equally accusing glare.

"Why?" he took a step forward, looking at me questioningly, "Do I make you uncomfortable? Remind you of the promises you made?" I clenched my fists. "The man you _used_ to be?"

That was it.

"Y'know what?" I stood between him and the door back into the office, "You can just _shut _your mustache!" I jabbed my finger in his face again and marched towards him, sending him staggering backwards down the staircase, and I followed him. "I have done nothing illegal, I have my rights, and I intend to keep on biggering and _biggering_ and turning more Truffula trees into thneeds," I crouched down, but still towered over him threateningly. He tripped on the last step, falling on his back, and I leaned towards him, "And nothing is going to stop me!"

But then something in the edge of my vision caught my eye, and obviously caught his, too. I could see a look of realisation on his face that I knew he could see on mine. We both looked up to see a lone Truffula still standing amongst a forest of stumps, and the ax-hacker was edging closer to it. I had a split second to think to myself _When did it get like this…? _before the front ax pulled back for a moment then swung and cut right through the tree trunk in one swift motion. My breath hitched and my heart thudded against my chest. The tree seemed to fall in slow motion and a light cloud of dust floated out as it hit the ground, and the ax-hacker backed up and moved on, ready to return to the factory.

"Well, that's it."

I was still crouched beside the Lorax as he spoke.

"The very last one."

My menacing glare softened to a faint frown.

"That may stop ya."

My mouth dropped open and my eyes widened as the situation dawned on me. That was the last Truffula tree. They were gone. And it was all my fault. I had mangaed to wipe out the whole forest in just five short years. I slowly stood up and looked around; not a single tree was left. Not one tuft. Nothing.

"I-I…!" I turned around, wanting to apologize, but the Lorax had gone. I stood alone outside the factory, listening to the whirring and grinding of the machines echoing around the barren valley. I felt tears burning in my eyes but I screwed them shut and rubbed the tears away with a gloved hand and bit my lip. I took a deep breath and closed my eyes for a minute. I stood there for what seemed like hours until I heard the sound of an engine and wheels on the ground. I looked back to where the tree had fallen. It had long since been collected by the factory workers and dragged away, but the ax-hacker remained, rolling along the ground at its slow, crawling pace. But that wasn't what I heard driving towards me. I knew what it was, and I didn't bother to look. The RV stopped in front of me and my mom rolled the window down.

"Son," I looked up at her, a saddened, guilty expression on my face, "You have let me down." I wasn't exactly shocked by this remark, she'd always been that way, but it didn't exactly help the regret I was feeling at that moment. "Brett!" I flinched at her sudden change in tone and looked past her at my brothers sitting beside her, "You are now my favorite child," she said sweetly. I saw Brett perk up, looking surprised and a little confused, and Chet glanced at him. I looked at the twins desperately but neither of them noticed. Then Mom drove off, leaving me behind. Alone. The wheels stirred up dust and I waved it away, watching my family disappear into the distance.

I heard small footsteps behind me and turned to see the Lorax standing on a circle of rocks I hadn't seen before. After him came the bar-ba-loots, swomee swans and humming fish, and they gathered together faithfully behind their guardian. Fearing the worst, I took a step back. "Hey, look, I don't want any trouble…"

"And you won't get any," the Lorax replied, "Not from them." The animals swarmed past me, descending the hill, looking dejected and lost. "Thanks to you and your hackin' and smoggin' and gluppin', they can't live here anymore," the Lorax continued. I was listening, but my eyes were on the animals. A few swans were missing feathers, some of the fish were caked in black sludge, and bar-ba-loot pups buried their faces into the fur of their parents as they were carried away. "So I'm sendin' them off," I glanced at him, then back at the trail of animals. "Hopefully they'll find a better place out there somewhere." Then I spotted an all-too familiar face in the crowd.

"Melvin…?" The mule lifted his head at the sound of his name, looked at me, flattened his ears, and then snorted, dropping his head again. I ran over to him, reaching out a hand just as he picked up his pace. "Melvin…!" I looked around and saw a certain little pup walking alone. "Hey, Pipsqueek…!" I bent down. He stopped and looked up at me with big, sorrowful eyes. I reached into my pocket and pulled out a marshmallow, holding it out to him, but he didn't take it, "Hey…" I gave him a small smile and raised my hand, but his ears only drooped and he continued on, following the others. I turned back to the Lorax, who was still perched on the circle of rocks. I reached up and removed my hat, looking from it to him. I moved to come closer to him, opening my mouth to speak but no words came. There was nothing I could say or do to change what I'd already done. I watched in silence as he reached behind him, gripping his fur in one hand, and lifted himself into the sky, floating towards a single small break in the clouds of smog my factory had created. I now moved towards the rocks the Lorax had left and saw some thing carved into the largest one. A word.

UNLESS.


	2. Chapter 1: The Seed

**Disclaimer - **I don't own The Lorax. Copyright to Dr Seuss and Illuminations Entertainment

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The Seed

"Unless."

What was that supposed to mean?

_Unless._

How was that supposed to help me?

_Unless._

...Was he messing with me? Damn furry little peanut…

_Unless._

No matter how much thought I put into it, the word just sat there in my mind, as still and as useless as the rock it was etched into. Unless _what_, exactly? I sighed, shaking my head, and rolled my eyes. The Lorax was no help at all now. He was gone, and he wasn't gonna be coming back anytime soon. Like he was any help to begin with anyway. And if he thought a pile of old rocks and some random _word_ could ever save the Truffula trees, he was sadly mistaken. The ax-hacker was gradually rolling away from where the very last Truffula tree had fallen. I looked across the empty former-forest and as I did, something lying on the ground caught my eye. Something small and round. Something just barely noticeable. I squinted, trying to make out what it was and my eyes slowly widened in hopeful shock.

_A seed…!_

I gasped softly and a smile began to spread across my face but it soon dropped when I saw the ax-hacker edging closer to the precious seed. Hardly even thinking about my actions, I was running in an instant, sprinting forward, panting heavily and throwing panicked looks at the ax-hacker. I held no concern for my own safety against the rotating blades of the machine; I just needed to keep that last speck of hope from being crushed under its wheels. That was all I could think of. That was the only chance I had. Probably the only chance I would ever have again. Still running, I reached out one gloved arm and dived for the seed, rolling as I hit the ground and stirring up a thick cloud of dust. I coughed and waved an arm in front of my face as it cleared, blinked it out of my eyes, and looked up from where I half-sat, half-lay on the ground to see the ax-hacker crawling steadily on. My breath was short and sharp and I scrunched my eyes shut for a second, trying to calm myself. Then my eyes went to my clenched fist and I cautiously opened it to reveal the seed, small and round with a single swirl circling out from its center.

I stood, brushing dirt from my green suit with my other hand, and lifted it up between my thumb and forefinger to get a better look before quickly placing it in my pocket and patting it gently with one hand. I smiled to myself. My suit was dirty and disheveled, there was dust in my hair, I was still trying to catch my breath and my hat lay abandoned on the ground by the tracks of the RV. But I had saved the last Truffula seed. I had done something good. Better than Mustache's old _rocks_. I turned around again and watched the ax-hacker, which was far in the distance now. But my heart sank as I looked out; I could see the slumped silhouettes of bar-ba-loots, swomee swans and humming fish trudging gloomily away on the horizon. My small smile faded and the cold feeling of dread, regret and guilt returned.

_Someday… Someday they can come back._

I could only hope that would be true.

* _UNLESS_ *

I sat at my desk, looking at the lone seed in front of me. I'd picked up my hat on the way back inside and dropped it somewhere on the floor, not really bothering to see where. I had pulled off my long, green gloves as I entered the room and draped them on the edge of the desk, where they still lay now. "No-one cares anymore…" I muttered out loud, "And if no-one cares, then how are things ever supposed to get any better… What's the point?" I asked myself. I propped my elbow on the desk and rested my head in my now gloveless hand, absent-mindedly rolling the seed back and forth on the surface with one finger. "What can one little seed do now?" I scoffed, staring down at it, confused. I flicked it and it skidded across the surface until it hit a small stack of papers.

Planting it was out of the question. The people of Thneedville were more concerned about the thneeds, and if they knew a tree still existed, they would just expect more to be made. I'd be pressured into chopping it down, just like the rest of them. And even if I didn't, even if I kept refusing to do it over and over again, I was only one man. I wouldn't be able to stop them from doing it themselves, and that could be so much worse. I had already destroyed the valley, any more damage and pollution would no doubt be dangerous to the lives of the townspeople, especially now that the trees were gone. And if anything else happened to that tree in conditions like this, in the state my actions had left the place in, they'd be gone forever. But what else could there possibly be to do with a seed but plant it?

The model of Thneedville still lay on the desk, but thinking of how it came to be that way made me feel sick; completely disgusted at myself. I frowned, staring at it for a few seconds, then suddenly swept an arm across the desk, knocking the model onto the floor in a short burst of anger, not caring when the buildings splintered and shattered over the carpet. I leaned back in the chair, (I must have had a temporary lapse in judgment when I ordered this thing. Seriously, who needs a chair this big? It's just stupid. I mean, c'mon. "_Biggering_"? Was that even a word?) and positioned my elbow on the arm and my hand on my chin, lost in thought.

The town was thriving now and, of course, the thneeds were everywhere. I thought about what it must be like walking through the streets and seeing everyone wearing, carrying, using the thneeds, and sighed. I never expected any of that. I still had one lying on my armrest and I picked it up and flung it across the room in frustration. It landed in a heap on the floor halfway between the desk and the door, and I ignored it. I swung my seat around and stood, pacing around the room. I trampled over the thneed. I kicked the model buildings around and they skidded across the floor, though I hardly took any notice of them. I pinched the bridge of my nose, rubbed a hand down my face and even started pounding my head against the wall. "I was right…" I moaned, my voice muffled due to the fact that my face was pressed against the wall. I winced and turned away, rubbing my forehead in pain, "This whole thing was a _DISASTER_!" I cried out and dropped to the floor pathetically. I sat there for a few seconds before I let out an exasperated sigh and stood up again. I returned to my desk, pushing the chair back and stepping in front of it but not bothering to sit down. I paused, looking at the seed, and picked it up, stroking it thoughtfully with my thumb. Curling my fingers around the seed protectively, I slowly walked back around the desk and allowed my eyes to scan the fragmented model that was strewn across the carpet. The sign's letters T-H-N-E-E-D-V-I-L-L-E were scattered around among the broken buildings. The wall around the town lay in pieces at the foot of the desk. I walked in a full circle around it, my gaze drifting over the chaos. And then, I opened the top drawer and dropped the seed inside it.

_Only one thing left to do._

I took a deep breath and walked out of the office.


	3. Chapter 2: Nobody Needs A Thneed

**Disclaimer - **I don't own The Lorax or its soundtrack. Copyright to Dr Seuss and Illuminations Entertainment

**(Hey guys, please take a look at the poll on my profile about future chapters of this fic. I want to know how you feel about the story maybe getting slightly darker later. Thank you~ ^^)**

* * *

Nobody Needs A Thneed

"… No more thneeds will be made; there are no Truffula trees left. And it's just not possible to make thneeds with any other material," my eyes wandered over the crowds of shocked and worried faces, "So I regret to inform you that the factory is closing down. I understand many of you will lose work because of this decision, but there just isn't any other option. I'm sorry."

I was standing on the balcony on the other side of the factory overlooking the citizens of Thneedville as they dispersed, chattering disappointedly to each other and throwing angry glares up at me. I was about to head back to the office to lock up when a young boy, a few years younger than me, standing in amongst the crowds caught my attention. He was (unbelievably) small with short, black hair, glasses and braces, relatively ordinary, but a few people were stopping to listen to him. Then more… and more. Beside him were a couple of empty plastic containers, which he was gesturing towards as he spoke. I managed to catch a few words and scoffed, rolling my eyes. He was trying to sell _air_. _Well, I guess nobody needs trees anymore,_ I thought, but in the back of my head, I knew I would have to bring them back one day. But for now, I could only return to my office, pack up and leave.

The creak of the door echoed around the office when I opened it. Now that everyone was gone, it seemed so empty. So lonely. I flinched at the creak and paused as the door closed. I took a moment to look around the room. The ceiling rose high above even my head, and that ridiculous chair stood at over ten feet tall. The windows and door onto the balcony filled a whole wall. I'd never realized how much of the past few years I had spent biggering and _biggering_. And I only now understood why; I wanted to be intimidating. To be above everyone else. To be _bigger_. And I had taken it way too far. I turned my eyes away from everything and looked down at the floor, sighing. _This isn't me…_ I moved to go back to the desk and start clearing it out, but quickly changed my mind. It was still my factory, and no-one else was here. I walked over to a glass case by the wall and lifted the lid, picking up my red Flying V guitar delicately and throwing the strap around my shoulders. I positioned my hands and strummed. I smiled. It had been a long time since I had any chance to just play. I strolled around the room, picking out little tunes and starting to enjoy the solitude. As I walked, I stepped on the thneed I had left lying on the floor. I stopped for a second, staring at it, then frowned and kicked it away. "Nobody needs a thneed…" I strummed the guitar again. "_A stupid thing no-one will ever need._" I sang quietly. I looked down at the guitar sadly. "_The thneed is dumb…_" I removed the strap and furrowed my brow. _This isn't me…_ I gripped the guitar by the neck, feeling something… irritation… anger… regret… welling up inside me. I hit the body on the floor and a small section of it splintered. "_The thneed is lame._" I brought it down again, spitting out the lyric like it was poison. Again. And again. "_And who's the idiot,_" I took the neck in both hands and swung the guitar over my shoulder, "Who came up with that _NAME_?!"

There was a sharp _twang_ of strings as I brought it crashing down on the floor and the wood split.

_This isn't me!_

I inhaled and exhaled again slowly and dropped what was left of the guitar in my hand onto the floor with the rest of it. That guitar was bought with the money from selling thneeds. It only represented my failure and my loss. My mistakes. My greed. That wasn't me. I looked down at myself; at the green tailcoat, the pinstripe pants, the watch chain, the tie. None of this was _me_. And that guitar wasn't me either.

"…_The man you used to be_?" That's what the Lorax said. That was someone I had lost sight of.

My hat still sat on the floor, and the gloves and sunglasses on the edge of the desk. I shrugged off the coat and tossed it across the room onto the desk, where it almost fell to the floor. The tie was next to go; I loosened it, tugged it off my neck and threw it in the same direction as the coat. I walked quickly over to the desk and opened a drawer, taking out an old key. I then moved towards a large cabinet next to the glass case and took hold of the padlock on its door. I unlocked it and opened it up. Inside lay piles of old clothes, and I pulled out a white shirt, waistcoat and striped pants. And then, reaching far into the back, I found my old fedora.

* _UNLESS_ *

_Now this… is me!_ I thought proudly once I was changed. I finally felt like myself again. I strolled back over to the cabinet and leaned down to the draw at the bottom. I pulled it open slowly, a little guiltily. The drawer was laced with soft velvet, protecting the precious item that lay inside; my old black Fender Stratocaster. I felt a small, nostalgic smile appear on my face and lifted the guitar from its safe haven where it had sat for the past years. I stroked a hand down its neck, stopping at the bandage I had wrapped around it where that little girl had broken it in two. I lifted the guitar with the care of a parent lifting a child and gently lowered the strap around my neck. My clothes. My guitar. I really did feel like _me_ again. Once again, I found the chords and strummed. _I missed that sound._

I walked lazily around the room, plucking and strumming the strings. But this time, I felt no sadness, no disdain and no regret. For a brief moment, I was my 20-year-old self once again. Or younger. I felt the happiness of when I first got this guitar; when my dad had given into me when I turned 15. I had wanted to be a musician then, but my desire to prove myself to the rest of my family was too great. And after Dad died, I almost completely gave up on my dream and focused on pleasing them. But I still played. I never stopped playing. And now, I strolled around my huge office with a bounce in my step, playing my heart out and singing out loud.

"_Nobody needs a thneed… A stupid thing no-one will ever need! The thneed is dumb, the thneed is lame, and who's the idiot who came up with that na-aame_?" I chuckled to myself, "Oh, right… That was me. _Nobody needs a thneed… A stupid thing no-one will ever need! The thneed is dumb,_" I kicked the thneed on the floor out of my way again,"_The thneed is lame, and who's the _idiot_ who came up with that na-aame?_" I started tapping out a rhythm on the body of the guitar as I sang, "_Nobody needs a thneed! You don't need it, I don't need it!_" I kept strumming and tapping, singing and scatting. This was the first time I'd any real fun in a long, _long_ time.

After a while, I uncovered the Strat's old case and packed it away, along with anything else of value. Any personal value, that is. It took some consideration, but I decided to take the old green suit and the thneed with me. Even if it hadn't lasted long, I had been successful at something. I had actually achieved something, despite what my mom, brothers, aunt and uncle had always said. And those things were proof of that. I gathered everything up, remembering to keep the seed somewhere safe, took one last look around the office, and left. I planned to go to Thneedville. It may not be the best choice, but it was close, and there was no chance of running into any of my family there. But as I walked out of the factory, I noticed the rocks that the Lorax had left. I walked over to them and stood for a moment, looking at the word carved into the stone. _Unless._ It still held no meaning to me, but it reminded me of him, of what it was like to watch the last friend I had in the world disappear, because of me. I couldn't just let him be forgotten. Leaving my bags and cases there on the ground, I dashed back inside and returned a few minutes later with an old piece of wood and some tools, as well as the old lantern I had in my cottage in the forest. I set to work, sawing and shaping the plank and smoothing out the edges, then began carving my own letters into it.

When I left the factory that day, I left a sign behind: _The Street of the Lifted Lorax_.


	4. Chapter 3: Falling, Falling, Falling

**Disclaimer - **I don't own The Lorax or its soundtrack. Copyright to Dr Seuss and Illuminations Entertainment. _Tell Me_ is an original song written by me

**(Hey guys, please take a look at the poll on my profile about future chapters of this fic. I want to know how you feel about the story maybe getting slightly darker later. Thank you~ ^^)**

* * *

Falling, Falling, Falling

So far, living in Thneedville was pretty difficult. I didn't want to be recognized, so I rarely went out during the first few months. I'd only go down to the store in the early morning or late at night, and I'd never spend more time than I needed to there. Get in, get out. But that got boring and, well, lonely. I never even spoke to my neighbors. I would just sit inside with my guitar, writing songs and checking on the seed, which I stashed away in an empty drawer. Why I needed to check it all the time I don't know - nobody knew about it, it wasn't exactly going anywhere. But I still felt I needed to. It was important. After some time, the money started to run out; I'd saved some of the thneed profits but aside from that, I had practically nothing. My family had taken most of it when they left. I was a little skeptical about being accepted by any employers and I worried about getting a job anyway. I couldn't expect people to just accept me after everything that had happened. But what else could I do?

I was sat in a chair in my room, leaning back lazily with my feet up on my desk. I held a bag of marshmallows in my hand and I tipped my head back and tossed one up, catching it in my mouth. I'd been trying to think of some other way to make money, but so far, I had nothing. I threw another marshmallow and caught it, and looked around the room for inspiration. My eyes fell on the open songbook on the edge of the desk, and the guitar propped up next to it. _Well, there's an idea…_ It made sense. I'd tried (and failed) to make my family proud of me, so now I could take a chance at the whole musician thing… right? Start at the bottom and work my way up? It could happen. I took the book and began flicking through it, reading the songs I'd written in the last four months to see if any of them were good enough, and I picked out two or three that could work. There were a lot of songs in that book, and some were a little… extreme? Emotional? Violent occasionally…? Look, I'd been shut up in this house almost the entire time I'd been in Thneedville, how else was I supposed to keep myself from going completely crazy? And I needed to vent. I sat back in the chair and thought for a moment. I could try busking or something. I remembered the park where I had first tried to sell the thneeds, back when the town was still Greenville. That park was still open, virtually unchanged when the town was renovated. That would be the perfect place to start. And anyway, I needed to get out of the house at one point or another. Why not make it worthwhile? So that was decided. Tomorrow, I would take my guitar down to the park and make some honest money. _Ha… That'll be a new experience_.

* _UNLESS_ *

I felt a little nostalgic as I left the house with the Strat slung over my back and my songbook in my hand. It was almost the same as the day I introduced my thneed to the world, only this time, I seemed to be the only one _not_ carrying one around with me. I reached the park and stopped. There were people everywhere, all with thneeds. At that point, I started to doubt myself. They would recognize me. They would ridicule me. They didn't want me here anymore, and they'd drive me away. I knew they would. But there wasn't much else I could do. At least I could just leave if this didn't work out. The gazebo I had used last time I was here was empty, and so I figured it would be the perfect spot. I took of my hat and placed in on the floor in front of me to collect the money and stood back up to tune my guitar. I noticed a couple of kids stop to watch me get ready, but their mother threw a harsh glare at me and hurried them on. She recognized me. I hesitated and was about to give up and just go back home but I forced myself to stay put. _You need to do this. You need to face them again._ I took a deep breath and positioned my hands. Once I started playing, my doubts melted away and I felt a burst of confidence.

"_Don't know if I'm strong enough to face the world alone_

_Don't know how I'd cope without the place that I call home_

_Don't know what's goin' on, too many thoughts up in my head_

_Don't know which way to go after I've always been misled_

_Tell me, what can I do now? _

_Where can I go now?_

_What can I say_

_After everything's gone?"_

A few people had gathered around, and some of the younger ones had dropped some coins in my hat. I gave them a smile and nod as they did and kept playing. But I couldn't help but notice that the older ones were giving me disappointed and cautious looks. They were judging me, I knew they were, and they were even whispering to each other. Were they even trying to be discreet? My voice faltered slightly as I sang but I caught myself before anyone really noticed and just kept going. _Ignore them. Just ignore them!_ I tried to.

"_Tell me, how can it work now?_

_How can I live now?_

_How can I smile_

_When I've lost what I won?_

_Can't see how I can get out of this mess alive_

_Can't see a way out no matter how hard I've tried_

_Can't see why I can't just take all I did back_

_Can't see why I can't get my life back on track"_

The crowd was actually getting bigger. I saw people in the crowd smiling, clapping, nodding, tapping their feet. But I also saw cold eyes and bitter frowns. For every person who was encouraging me, there were three more to shun me. But I stood my ground and kept playing. Those few people who were giving me a chance kept stepping forward to drop spare change in the hat.

"_Tell me, what can I do now?_

_Where can I go now?_

_What can I say_

_After everything's gone?_

_Tell me, how can it work now?_

_How can I live now?_

_How can I smile_

_When I've lost what I've won?"_

I could hear the whispering of someone at the front. I heard my name. I heard them asking why I hadn't left. I tried to shake it off and just keep singing, but they started to make themselves heard among the crowd.

"You're not impressing anybody! You're just trying to lead us along again!" One woman called out. I kept strumming the guitar and avoided looking at her, but she didn't stop, "Hey, I'm talkin' to you!"

I stopped then and turned to her, just in time for someone on the other side of the crowd to throw a scrunched up paper bag at me, hitting the back of my head. I swung back round to see almost everyone in the crowd now glaring at me. I took a step back.

"I-I'm not trying t-"

"Save it!"

"Yeah, we don't need to listen to you anymore!"

"You took away our trees!"

"Yeah!"

The accusations and taunts only got louder and harsher. Then I saw people starting to move out the way as if someone was pushing past them and a hush fell over the crowd. I couldn't see who it was until he reached the front, but I definitely knew him. The short, black-haired kid who had been trying to sell air. A few people were whispering to each other again, and I heard a name: O'Hare. The kid looked at me in what I suspect he thought was a threatening way.

"You're no longer welcome here, _Once-ler_!" he spat, "Why don't ya just get outta here, huh?" He wasn't exactly frightening, with his short stature and braces, but the people around him seemed captivated by him. Like he could be their leader. I just looked at him blankly.

"And I'm supposed to listen to you?" A few people gasped at my words, but I didn't pay much attention, "I have as much right to be here as you do."

He sneered at me, or at least as best he could with the braces, but I just shrugged and looked back at him, swinging the guitar onto my back again and crossing my arms. There were still two or three people in the crowd frowning at O'Hare, obviously willing to give me a second chance, so I had some support. I took the guitar in my hands again and continued playing.

"_Tell me, how can it work now?_

_How can I live now?_

_How can I smile_

_When I've lost what I-"_

Something hit me, bursting as it made contact with my face. I blinked a few times, barely realizing what just happened. I felt juice trickling down my cheeks and the smell of rotten tomato filled my nostrils. I looked back down at O'Hare, his face menacingly furious. I lifted a hand to my face and wiped what I could off, looking around me at the crowd. Most of them were smiling cruelly or giving me the same look as O'Hare, and those few supportive spectators looked hesitant and regretful. A man standing next to O'Hare held up a crate of more tomatoes, and the kid took another one from him. He held it up and smirked at me. I finished wiping off the staining juice from my face, picked up my hat from the ground, slipping the coins into my pocket, and took one last look around the park. The people either frowned at me, or watched me helplessly. I sighed and walked away in silence.

Back at my house, I sat in my room again and sulked. _I should never have come here…_ Staying here was pointless. I would be ridiculed and shunned wherever I went. People hated me, and anyone who didn't wouldn't do anything about it - they were a minority. But I still felt I had to stay. I had to put up with it all. After all, I had nowhere else to go.

And I had to be there when the Lorax finally came back.

FIRST TWO LINES OF SONG CAME FROM: index_


	5. Chapter 4: No-one Left Around

**Disclaimer - **I don't own The Lorax or its soundtrack. Copyright to Dr Seuss and Illuminations Entertainment.

**(Hey guys, please take a look at the poll on my profile about future chapters of this fic. I want to know how you feel about the story maybe getting slightly darker later. Thank you~ ^^)**

* * *

No-one Left Around

Over half a year had passed since the whole O'Hare incident and I'd started going out even less, saving all the money I could and only buying food when it was absolutely essential. And marshmallows. Marshmallows are always essential. But I even cut down on those. The once empty drawer of my desk was stuffed full of song lyrics and the whole house was cluttered with random items that I had no place for. All of my neighbors had moved away, wanting to get away from me. O'Hare was becoming more and more popular and powerful in the town, even though he was young. Selling air ended up to be really successful, since I'd already destroyed anyone's chances of breathing naturally. People were even talking about electing him the new mayor of Thneedville.

Once again, I sat alone in my room, strumming my guitar as always. With hardly anyone left living on the street, I was free to make as much noise as I wanted, and that's exactly what I did. It was my only outlet. But right now, I could only think of the little song, if you could even call it that, that I sang when I was bored out of my mind while travelling around with Melvin, looking for the perfect material to make my thneed. I guess I was just feeling nostalgic. "_Na, na, nanana na…_" I sang softly, "_Goin' off to make a thneed…_" _Ha, not anymore_, "_You and I will have separate grandchildren and we will say to them…!_" I chuckled to myself, remembering the look on Melvin's face as I lay on my back in the wagon strumming my guitar, "_Don't look at me like that, it's just something to do!_" I looked down at the floor and sighed, spinning round a couple of times in the chair.

I never thought I'd feel so emotionally attached to a mule. But then I also never thought I'd feel emotionally attached to some furry orange mystical _thing_ with a bushy mustache that popped out of a tree stump (or so he claimed). And yet, there I sat, in a town full of people who hated me simply because I just _knew_ he would come back someday. Feeling I needed some cheering up, I grabbed an open bag of marshmallows and tossed one in my mouth, then nearly choked when I heard the doorbell ring. That had never happened before. No-one ever came to my house. To be honest, I wasn't even sure I had a doorbell until then. But apparently I did, and it was ringing. I jumped up, quickly swallowing the marshmallow and ran to the door.

When I opened the door, I had to stop myself from yelping in fright; two large men in black suits stood before me. But then I looked down and found O'Hare in front of them, giving me that same hateful glare he always did, and my terrified expression dropped instantly.

"What do _you_ want?"

The two men immediately clenched their fists and furrowed their brows, and I instinctively recoiled backwards, bringing my hands up and looking at them with wide eyes. O'Hare smirked darkly.

"I've come to make a small request of you, Once-ler," he said. I noticed his braces were gone, so he no longer lisped, and his voice had deepened, "Not just for myself, but on behalf of the citizens of Thneedville as well."

"A _request_, huh?" I raised an eyebrow and smirked back at him, "Well, kid, y- whoa!" Somehow, he had grabbed hold of my shirt and yanked me down to his level, or at least as far down as he could, then quickly took hold of my collar and looked me in the eyes.

"Don't you 'kid' me, _Once-ler_," he snapped, and I bit my lip. He was actually kinda… intimidating… in a way, "I want you _out_."

_I need you to get out. Now._ That's what I had said to the Lorax over a year ago.

"Out?" I tried to keep my shaking voice even.

"Out of Thneedville. I think we've all made it pretty clear you're not wanted round here, don't ya think?" He never broke eye contact and regardless of his height and younger age, I flinched away from him, feeling oddly small. His words hit me hard. He was right. He released his grip on my shirt and I stood up again, only just keeping my balance and straightening out my creased vest. "I'm giving you 48 hours, Once-ler, and then you'd better be gone. Ya got that?" I only nodded. "Alright. Marty, McGurk, let's go." He brushed of his jacket and turned around, the two men following him. I closed the door and leaned against it.

_Out?_

Where could I go? Outside of Thneedville was a barren wasteland. I trudged back to my room in a daze, barely registering my surroundings, and slumped in the chair. I took of my hat and leaned my elbows on the desk, running my hands through my hair in frustration. My mind was blank. I sat there in stunned silence for so long, asking myself over and over, where could I go? Eventually, my thoughts drifted to the bar-ba-loots, the humming fish and the swomee swans, and Melvin too, out in the wilderness. I wondered if they'd found somewhere else to live, like the Lorax had said. And I started to worry. Were they safe? Were they still together? Did they have shelter, food?

… Had they even survived…?

With that thought, my breath hitched. I gripped the sides of my head, staring down at the surface of the desk. I thought of Pipsqueak. He should have been fully grown when he left the valley, but his growth had been stunted. And that was my fault. The destruction of the forest left the bar-ba-loots with next to nothing to eat, and being the way he was, Pip would always let the others eat first, so he rarely got enough himself. I felt tears burning in my eyes and I sniffed and wiped them away, but they just rose up again. My mind was filled with images of the bar-ba-loots struggling to feed themselves, the swomee swans choking on smog and the humming fish swimming in sludge-filled rivers.

The tears tipped over my eyelids and spilled down my cheeks. I lay my arms onto the desk and buried my face between them, letting myself cry. I slipped out of the chair and it rolled across the room, but I sat there leaning on the desk, tears dripping onto the surface and my shoulders trembling feebly. I'd killed an entire ecosystem, failed my family, betrayed my friends and when I was actually successful, when I revolutionized a town, the people only came to hate me in the end. They'd kicked me out. I had nothing and no-one left in the world. But I knew he would come back. If I could just find someone who cared, just one person, I could bring the trees back. If someone could be willing to accept it, and me, then he would come back.

I lifted my head suddenly, rubbing my eyes dry and pulling open the drawer. I rummaged around in the piles of crumpled paper covered with lyrics until I found it. The seed. I sighed in relief. Looking at the precious seed in my hand, I made my decision. I'd go back to the old factory, back to UNLESS. Because that's where he would come back. He had to come back.

He just had to.


	6. Chapter 5: Run To Higher Ground

**Disclaimer - **I don't own The Lorax or its soundtrack. Copyright to Dr Seuss and Illuminations Entertainment.

**(Hey guys, please take a look at the poll on my profile about future chapters of this fic. I want to know how you feel about the story maybe getting slightly darker later. Thank you~ ^^)**

* * *

Run To Higher Ground

The next day, I left Thneedville with everything I owned, as much food as I could possibly carry and the seed safe in my pocket. The town was almost completely surrounded by a high metal wall, with a large, equally high gate leading out into what was once the Truffula forest. I waited by the gate for a few minutes to be let out and as I did, I took one last look around the town I had created. For a brief moment in time, I felt proud and successful again, because really, this was _my town_. Or at least it had been. The gate suddenly jolted and slid open, causing a few people in the area to look up and spot me. They looked at me coldly and looked back with apologetic eyes, then turned and left the town.

The gates closed again behind me. I didn't look back; I just kept walking, getting further and further away from Thneedville. Soon, I came to a long wooden bridge over a deep canyon. I remembered crossing this bridge when I moved into Thneedville, and vaguely remembered crossing it years ago when I discovered the Truffula forest, seeing as I was half asleep at that time. But what I found on the other side was far from what I remembered. Of course, the valley was still bleak and grey, filled with nothing but tree stumps and a few busted ax-hackers, but the factory was gone. Well, not gone. Only a small, crooked building remained, balanced on the edge of a cliff, where the ground had collapsed, taking the rest of the factory with it. The walls were crumbling and piles a rubble covered the ground around it. I stopped the moment I saw it; part of me felt disheartened to see everything I worked so hard for destroyed. And then, I truly understood what the Lorax felt when he looked across the forest of stumps. After a moment, I knelt to sift through the rubble and found the sign from my office - '_The Once-ler_'. It was dirty and had been broken and warped around the edges. The gold paint on the lettering had worn away and only the slight indentations were left. But I picked it up, dusted it off and stood again. I looked at the rickety old building, tall and oddly shaped, then moved back over my things. I dug through a case until I found my tools, and took out a hammer and nail. I walked slowly over to the door, which hung on its hinges awkwardly and hung up the sign. I stepped back again and let out a melancholy sigh. _Well… It's good to be home… _Within a few hours, I had fixed the door and some of the crumbling walls as best I could. I thought for a moment, then went back to the piles of rubble and gathered up whatever could be useful. Wood, metal, old forgotten items, anything. I made my way inside and dropped everything on the floor, which instantly sent dust clouds flying into the air. I coughed and gagged until it cleared and looked around. The place was falling apart, but this would be my home from now on, so I got to work.

* _UNLESS_ *

I started from the upstairs and worked my way back down to the ground floor. The highest floor only had one small room, with a single window overlooking the valley, and from that window I had a clear view of UNLESS and the sign I had put up when I left. As my sight drifted over the tree stumps, I remembered the seed still in my pocket. I dug it out and stood for a moment, looking at it. I glanced back out the window. _Not yet…_ I thought, opening a drawer in an old desk that still stood in the room and dropping the seed inside. _Not yet._

Over the next few weeks, I worked daily to fix up my new home. Like the desk, there were a few small pieces of furniture and stuff still left around, but they were tattered and beat-up after a couple of years of neglect. Anything else I needed I managed to build out of the things I had found in the rubble and the few things I had brought along. I had even brought food with me - as much as I could carry - along with everything else, but it had to last. I rarely ate; one small meal a day. Some days I went without. Over time, I grew weaker and I couldn't work for so long, so it took much longer than I'd expected to get it all done. Even though I highly doubted anyone would come anywhere near, I installed a doorbell that had been in the rubble piles. It just felt a little more like a home that way. And I made a fence for the house behind the 'Street of the Lifted Lorax' sign. It took over a year to finally finish it all, and by then I was frail and half starved. But I pushed myself on and kept going; I still needed to bring the Lorax back.

But one day when I was outside, fixing as wall, something caught my eye. I could just see the gate of Thneedville across the bridge. Only it wasn't standing tall between the walls of the town. There were construction workers around, dismantling the gate and pulling it to the ground. I frowned in confusion. I watched for a while and before long, the gate was completely gone and the workers were bringing in large sheets of metal, just like those that the wall was made of. I suddenly realized what was happening. They were building up the wall to close Thneedville off from the world, from the dead valley, and from me. I gritted my teeth and turned around to start working again. I knew it was O'Hare who had ordered for the wall to be built. Despite his young age (and tiny stature), it had always been obvious he'd have some sort of power over Thneedville sooner or later. As I mended the wall of the house, I thought how I was better off here, away from O'Hare and the citizens of Thneedville. I felt better knowing I wouldn't have to face them anymore, and that they wouldn't ever trouble me again. But some time later, when I was looking out of the window on the top floor, the ever-present tree stumps, the broken down ax-hackers and, of course, UNLESS reminded me of my past. I felt the same regret, guilt and disappointment in myself I had felt the day when everyone I cared about left me. Then, I remembered the seed. How I could only get my friends back and redeem myself by finding someone who cared enough and by planting the last Truffula seed. How was I supposed to do that now? A few years went by, and I still sat alone in that small, decaying building, my thoughts and feelings constantly conflicting. And I rarely went outside.

I couldn't face the world again. Not yet.


	7. Chapter 6: Take Care Of Yours

**Disclaimer - **I don't own The Lorax or its soundtrack. Copyright to Dr Seuss and Illuminations Entertainment.

**(Hey guys, please take a look at the poll on my profile about future chapters of this fic. I want to know how you feel about the story maybe getting slightly darker later. Thank you~ ^^)**

* * *

Take Care Of Yours, And I'll Take Care Of Mine

I had been living alone in that place for almost ten years, gradually getting used to the isolation when I heard something I hadn't heard in what seemed like forever. I was taking a break, strumming the distorted strings of my guitar and humming to myself when I heard the sudden shrill sound of a doorbell. I jumped and let out a small yelp. _Oh, yeah, I put that in…_ I'd forgotten it even existed. I couldn't think of any reason for someone to come out here unless… _Oh, don't say it's O'Hare…!_ The bell rang again and snapped me out of my thoughts. Whoever it was, they were getting impatient, so I got up, leaning the guitar against the wall, and went to answer the door. Luckily, it wasn't O'Hare standing on the step, but a kid; a boy who looked about 11, maybe 12. It was a surprise to see anyone, let alone a kid, at my door. I frowned in confusion and raised an eyebrow.

"Are you the Once-ler?" he asked. The question caught me off guard. Did people still talk about me in Thneedville? How did he know my name?

"Yeah…"

"So you know about trees, right?"

I blinked. _Trees?_

"I do," I replied, remaining cautious, "Why are you interested in trees?"

He just shrugged.

"Look, kid, if you're not really interested, there's no point in telling you. It's a long story, and you're not gonna care anyway, so, yeah, bye." I went to close the door.

"Oh, c'mon!" He stuck his foot in the doorway, stopping me from shutting it, "I came all the way out here!" I rolled my eyes but opened the door fully again, "Would you tell me if I gave you something? Huh?" I just stared blankly at him. He started rummaging around in his pockets and pulled out a few coins.

_Seriously?_

"15¢. That's all I've got." He held them out to me. I sighed. What was I gonna do with that? I wasn't going shopping anytime soon. But he kept staring me right in the eye, and I started to think. Maybe he really would care. I mean, he was willing to give up a little money just to find out about the trees. Eventually, I gave in and pocketed the money.

"Alright, fine. I'll tell you. But," I pointed a finger at him, "Afterwards, you've gotta do something for me."

"I already _paid_ you!" he whined.

"Do ya wanna know about the trees or not?" I asked, folding my arms and leaning on the doorframe.

"Fine." He said, looking down at the floor.

"Good," I smirked at him, "So, years ago, probably a while before you were born, I had an idea. I wanted to make something, something that everyone would need, that everyone would want to have. I came up with the design, and I called it the thneed, like, a _thing_ people _need_…"

"Very clever," the kid chipped in sarcastically, "I didn't ask for your life story."

"Hey, you want to know about trees, you gotta hear the whole thing." I gave him a harsh glare and he looked away, pouting his lips. "Anyway, I needed something to make it out of. Something durable, absorbent, versatile, y'know? And my family didn't think I'd ever be able to do it. So I left home to find the perfect material. And after travelling for miles in a mule-drawn wagon, I found something. The most amazing place you could ever dream of…" I trailed off, remembering the beauty of the forest, how overwhelming it was and I felt a wave of nostalgia. "The Truffula forest. Home to the bar-ba-loots, the swomee swans, the humming fish… And the Truffula trees. Trees with soft tufts like silk," I rubbed the tips of my fingers together, almost feeling the touch of the tufts again, "And the sweet smell of butterfly milk. Those tufts were exactly what I was looking for."

"There's nothing like those back in Thneedville."

"No…" I sighed, "Not anymore."

"I don't just mean the trees, y'know," I started and looked down at his slightly confused face, "There's no butterflies or anything."

"What?" I stared at him, but he just shook his head, "Nothing? Is there nothing… nothing _natural_ left?"

"Well, there's a few snails around. But you don't see 'em too often."

"… Wow…" I turned away from him. Was this my fault? Of course it was… What would any animal or insect do without plants? They'd never survive.

"Hey!" I was brought back to reality by the kid snapping at me, "Are you gonna tell me this story or not?"

"Y-yeah, sorry," I shook my head, "Uh… Right, th-the tufts. Well, I'd found what I was looking for, and the perfect place to set up shop, make my thneeds and sell them. So after some… misunderstandings with the animals and a peace offering of marshmallows, I chopped down one of the trees. But by chopping it down, I had called up the Lorax; the so-called 'legendary guardian of the forest'. Apparently, there was some big show with thunder and lightning or whatever where he popped out of the stump, but I never saw any of that. I just assume he was lying. I'd set up a tent - a pretty big one that was actually more like a cottage - and I was busy harvesting the tufts from the tree, feeling pretty proud of myself, when this little fuzzy orange _thing_ with a huge mustache appears out of nowhere asking me if I chopped down the tree. I tried to pin it on a bar-ba-loot, but I don't think I convinced him. He tried to drive me out, but I wasn't going anywhere. I had a job to do and I was stickin' to it. I had to prove myself to my family. Or at least, I thought I had to. He told me to leave, but I told him I wasn't going anywhere. I went inside, but he somehow teleported or something and he was already in there… Are you even listening to me?!"

The kid was leaning against the wall looking bored.

"I'm listening, but honestly, I just don't believe you. Plus, I only wanted to know what happened to the trees. Obviously, you chopped 'em all down, right?"

I gritted my teeth, trying to keep myself calm.

"Look, kid, I may have chopped them down, but there's a lot more to the story than that. You wanna know what happened? Then try paying attention."

"Sorry," he shrugged, looking at his watch, "I'm out of time. I gotta go home." He turned to leave.

"Hey, I'm not finished here. You came to hear the story, so you're gonna hear the damn story, got it?" I was desperate. I needed someone to care. I had to at least try. He looked back at me.

"Fine. I'll come back tomorrow."

"… Alright. You better," He started walking away, and I called after him, "And how about you actually bring me something useful? Money's not really gonna do me any good." He swung round again.

"Yeah? Like what exactly?"

"I dunno. Tools, nails, something I can use for fixing this place up."

He snorted and rolled his eyes, walking away. I glared at him for a moment as he passed UNLESS and headed towards the bridge, but my expression soon faltered when my gaze rested on the rocks. I really did hope he would come back. But he never did. For a few days after that, I was constantly looking out of my window to see if he had finally come to hear the rest of the story. And every time I was disappointed. I would pull open the drawer and look down at the tiny seed lying in one corner, and silently apologize to the Lorax, wherever he was.


	8. Chapter 7: Same Day, Different Story

**Disclaimer - **I don't own The Lorax or its soundtrack. Copyright to Dr Seuss and Illuminations Entertainment.

**(From here on, the story will be getting a little darker, especially in the next chapter, so be prepared, guys~)**

**((And to the guest who reviewed the last chapter - yeah, I always thought how it's made out to seem that the Once-ler _asked_ for the "payment", but Norma only told Ted that "people said" you had to give him something, so I thought 'Why not make it a rumour stemmed from some misunderstanding or something?' :) ))**

* * *

Same Day, Different Story

I was alone again for a long time. I was starting to lose track of the days, months and years by then, and I started to fear for my sanity. My thoughts kept drifting in and out of reality, sending me back to my past when everything was fine, and then plunging me back into the cruel truth I had to face. I would wake up and turn over, seeing the Lorax or Pipsqueak lying beside me, snoring in their sleep, but when I reached out a hand to wake them, it went right through them and they faded from sight. I'd blink in confusion and shake my head, pinching the bridge of my nose as I stood up. _You're losing it, Once-ler_, a voice would tell me, _This isn't good for you. You're alone in an empty, dried up, smog-filled valley. And whose fault is that? Yours. It's your fault the trees are gone. It's your fault the animals can't live here anymore. And it's your fault the Lorax is gone._

I gritted my teeth, clutching my head, and tried to silence the voice. But it never left. It was always there, reminding me of my guilt over and over again. It was _my_ voice in _my_ mind, and I had no control over it. I let out a long, drawn out sigh and my breath hitched as I bit back the tears forming in my eyes. I should have been used to this by now, but I wasn't. I looked up into the cracked mirror by my makeshift bed, and a weary face looked back. Tired eyes circled with dark, heavy bags. Messy, unkempt hair already graying fast. Wrinkles starting to form. The beginnings of a mustache starting to appear. That reminded me of the Lorax and I felt the guilt boiling up inside me like it did so often these days. It took a few minutes for me to suppress those feelings, as it always did.

I moved away from the mirror and over to the misshapen wooden drawers in the corner where I found my striped gray pants and white shirt. I didn't normally bother with the vest or fedora anymore. There wasn't much point. I coughed as I went about my routine. That was nothing new. The smog around the valley was taxing on my lungs but there was nothing I could do about it.

It wasn't much later when I heard that piercing, rusted squeal that meant someone was ringing the doorbell and I jumped in surprise. It had been years since that boy had come to me asking about the trees. More than a decade, I guessed. There was another shrill ring and banging on the door from a small hand. I went to the window and looked down, seeing a young girl on the step looking around uncertainly. I frowned. _Is she actually going to care? Or will she just be like the other one?_ I wondered. She was about to turn and leave but I didn't want to let her go so quickly. I had to be positive about this.

"Hey!"

She stopped at the sound of my rough voice and looked back at the door, then left and right.

"Up here, kid!"

She tilted her head up and, strangely, smiled at me. Now that I had a clear view of her face, I guessed she was around 10.

"What are you doing out here?" I leaned on the windowsill

"Are you the Once-ler?" she shouted with wide eyes, ignoring my question, but I knew the answer anyway. And were people seriously still talking about me in Thneedville?

"Where'd you hear about me?"

"From my mom and dad. They were talking about getting a tree and then mom said there used to be real trees in town and that it was the Once-ler's fault they weren't around anymore."

"Yeah, well, she's right. It is my fault. How'd you know where to find me?"

"Uncle Ryan."

I blinked and frowned in confusion. "Who?"

"He said he came to see you once, before I was born. He said maybe you'd tell me more than you told him."

_So she's related to him…_

"Alright. So, you wanna know about the trees?"

She nodded. "Aren't ya gonna come down?"

"I-" My eyes wandered over to UNLESS, then back to the girl, "I… don't really like to go outside anymore…"

"Why not?"

I was about to snap at her but caught myself before I could. She'd done nothing wrong. She was just curious. "It's a long story. Actually, I suppose it's 'cause of what happened to the trees. That's exactly you wanna hear, right?" She nodded. I was starting to like this kid. At least she was better than that uncle of hers.

"Oh, wait!" I was surprised for a moment and watched as she rummaged in a pocket and pulled out a few small items, "Uncle Ryan said he gave you 15¢. And that you said you needed something useful like nails. I could only find one, though."

I chuckled to myself. The look on her face was so serious. Her uncle must not have told her I didn't need the money.

"Just a second." I stepped away from the window and out of the room. There were still piles of junk everywhere that I hadn't yet found any use for. I sifted through until I found an old pail and a rope with a hook. Back in the bedroom, I reached out the window and looped the rope through the metal frame attached to the wall and hung the pail from the hook. I lowered it down for the girl to drop her 'payment' into and pulled it back up.

"Alright. Years ago when I was a young man, my family was always telling me I would never amount to anything. Nothing I did was good enough for them. I got this idea for an invention - a new product I called a thneed that could be whatever you wanted it to be. I was gonna sell it and finally show them I could be successful. But I needed something to make it out of first. I needed some material that could handle anything. That was strong, absorbent, anything people would need. So I left home to search for the perfect material. I travelled for days in a wagon pulled by my mule, Melvin…"

As I told the story, I felt nostalgia rushing through me and the deep regret that had been haunting me for so long. I was just barely aware of the child listening to me from down on the ground.

"… He told me not to chop down any more trees, and he said I had to leave the valley, but I didn't listen to him. I completely ignored him. I harvested the tufts from the Truffula I had and started knitting them into my first thneed. When I actually made it, when I saw my vision becoming real, I honestly felt proud of myself. Like I would prove my family wrong and live a successful life…"

The sky was getting dark and when I looked down at the girl, I could see she was trying hard to stay awake. Her head was starting to bob and she was struggling to keep her eyes open. I couldn't help but smile a little.

"Hey, kid, maybe you should be getting home. It's late, 'specially for someone your age."

Her eyes widened immediately. "No, I wanna hear the rest of the story!"

"Look, you're obviously tired, and honestly, so am I. If you really wanna know more, then come back tomorrow."

She screwed up her face defiantly, but a yawn forced its way out of her mouth and she nodded.

"OK. I'll come back," she yawned again and rubbed her eyes before giving me a small wave and walking away. I stayed by the window and watched her until she was nothing but a speck in the distance, and silently hoped she got back into Thneedville safely. Maybe she would be the one to help me. Maybe she would come back. Maybe she would take the seed back into town and plant it.

But, of course, she didn't. I never saw her again. Just like her uncle. And just like back then, I waited in hope by the window for days. I tried to avoid looking at UNLESS, instead fixing my eyes on the bridge but they found it on their own. I was losing faith fast. I couldn't possibly fix everything on my own. And I started to think it was too late to even try. But there was always something in the back of my head nagging at me over and over to keep going, telling me it _was_ possible. That things really would get better with time. And for some reason I believed it.

* _UNLESS_ *

More time passed and a few months later I was awoken in the middle of night by the sound of voices and soft footsteps outside. In my normal delusional state, I thought for a moment that it must be old Mustache again. I groaned and rolled over, assuming it was another elaborate scheme to get me out of the forest. _Didn't the goddamn hose get the message across last time?!_ But just as I was starting to drift back to sleep, a loud smash jolted me awake again. I looked around the room in a daze and my reality dawned on me. Then another smash of glass came. I scrambled out of bed, tripping on the covers, and over to the window.

O'Hare stood down below, his two goons Marty and McGurk in front of him, each with a rock in their hand. They maneuvered around the building until I could barely see either one of them, and I flinched as another two windows were destroyed. None of the three men had seen me watching them, and drew back to keep it that way. And then I heard O'Hare speak.

"Hey, take one o' those. They look like they could do some damage."

I struggled to think what he was talking about and peeked out just in time to see one of his bodyguards dislodging a brick from UNLESS. As he held it up and swung his arm, I felt a pain stab my chest and my breath hitched.

_No…!_

The window below me shattered and I shrank back inside, sitting on the floor with my back against the wall. I didn't hear any more smashes but I was too consumed in my thoughts to notice if there were any. _Why can't he just stay away? I left Thneedville, isn't that enough?_ And what if they came back? What if they didn't stop there? And the brick taken from UNLESS… That was all I had left of the Lorax. If they kept doing that, or if other people came and took them away until there was nothing left, what then? I was already losing my mind. If I had nothing to remember him and his messages by, dementia could easily steal those memories from me. I really wouldn't have anything then.

The distant sound of an engine stirred me from my thoughts and I turned around to peer out over the ledge; the three men were driving away over the bridge in a white and blue van. But they didn't keep going on back to Thneedville once they'd crossed it. The van stopped and Marty and McGurk hopped out, moving straight for something beside the bridge. I couldn't see anything clearly from that distance, but I assumed it was something they had set up before coming all the way to my home. I sunk inside once again, wondering what they were doing, but that question was answered in an instant.

There was a sudden loud _BOOM_ and a crash, and I scrambled back to the window just in time to see the bridge falling away into the abyss, and my heart almost stopped.

They had cut me off from town.

And as the two headed back to the vehicle, I could swear I saw O'Hare stood on the edge through the mist. And I knew he was smiling.


	9. Chapter 8: Live What We Believe

**Disclaimer - **I don't own The Lorax or its soundtrack. Copyright to Dr Seuss and Illuminations Entertainment.

**(I'M SORRY THIS IS LATE. I was kinda worried about the Once-ler being too OOC in the end of this chapter and I struggled to get it done DX He still may seem a bit OOC but hopefully I didn't make it too bad). This chapter is probably gonna be the longest one, but the next will be pretty short)**

* * *

Live What We Believe

Regardless of what had happened to the bridge almost fifteen years ago (I guessed), a few kids still found ways to find me. But each of them were as big a disappointment as the first two; no-one ever came back to hear the rest of my story and I started to wonder if it was even worth it to go on like this. I had nothing left. I barely even had my sanity. Like so many mornings before, when I woke up in what I had come to call my Lerkim, I rolled over and found Pip curled up beside me beneath the covers. I smiled and let out a tired sigh. The voice in my head was practically screaming at me that it wasn't real, that Pipsqueak couldn't possibly be here, but I wanted to believe he was. These hallucinations were all I had to keep me company anymore. But after a moment, he started to fade from sight and I was forced to face my loneliness once again. I groaned and sat up.

I stumbled out of bed and walked past the mirror, wanting to avoid looking at my reflection, towards the misshapen shelves in the corner. There, I found the long green coat, scarf and hat I had made for myself. I couldn't stand the thought of taking out my old suit to wear; it held too many memories. But in the Lerkim I had found old fabrics from when the factory still stood here. They were made by blending the Truffula tufts with other materials, but they never caught on and were tossed aside and forgotten about. The scraps were old, dirty and torn, and the fibers of the tufts were rotten, making them almost unusable. I called the fabric miff-muffered moof. That would probably just sound like gibberish to anyone else, but it made sense to my gradually deteriorating brain.

Once I was dressed, I roamed around the room. I did this most days; I would pace back and forth mulling over UNLESS and the seed and everything that had happened to me. I went to the window and leaned out, letting my eyes wander around the valley.

And then I froze.

I blinked a few times, rubbed at my eyes and peered through the mist. There was a small figure coming closer. _Another one?_ I scowled. It wasn't like this time would be any different than the last, or any other time before that.

_But it could be._

It couldn't. I clutched the sides of my head and squeezed my eyes shut. It wasn't going to be any different. Whoever this kid was, they wouldn't stay to hear the whole story. They wouldn't come back. They _wouldn't care_. No-one ever did. I looked out the window again to watch the child. They were running, stumbling and tripping as they did. But I knew no matter how enthusiastic they seemed now, they'd only get bored of me in a matter of time. Soon, the kid was close enough for me to see them clearly, and I was shocked; this had to be the youngest of the children who had come to me. A little red-headed girl who looked only eight years old or so. And she had somehow found a way here despite the collapsed bridge. She'd already risked a lot. I almost felt sorry for her knowing all too well how it would end. She stopped for a second to look at the sign I had put up long ago, and then up at the Lerkim. And she smiled when she saw me at the window. I shrank back inside, but she came running over and called out to me to come down.

"No way, kid. I don't go outside. Not ever. Sorry, you're gonna have to go home."

"But I brought the stuff you ask for!" She held up her hand as high as she could to show me her _payment_.

"Yeah, well, I don't really need any o' that now. Thank you. Goodbye. _Go home_." I couldn't help but snap at her, but to be honest, I no longer cared. Why should I, if they didn't?

"… _Please_? I really, _really_ want to know about the trees. I want my own tree. I want one more than anything else in the _world_."

I looked down at the girl standing there, and she looked back with the most pleading and desperate look on her face. Maybe it would be worth it this time.

I sighed. "What's your name, kid?"

"Audrey."

"Alright, Audrey," I said, lowering the bucket, "Toss 'em in then."

She came forward and dropped in the payment, and I pulled it up. A few coins, a rusted nail and an old snail shell. I tipped them out onto the desk - I didn't really have any use for them - then turned back to the window.

"So, you wanna know about tress, huh?" She nodded and grinned up at me. "Well, you see all the stumps around here? This whole valley used to be filled with them. I found this place a long, long time ago. I was looking for a material to use to make my invention, the thneed, which could be anything you needed. Anything! I left home in a wagon pulled by a mule and searched for days until I came here. It was the most beautiful place you could ever imagine. There were bar-ba-loots, swomee swans, humming fish, and of course, the Truffula trees. The tufts of those trees were exactly what I was looking for. They were softer than anything you've ever felt, softer than silk. And they smelled of butterfly milk. They were amazing…" I trailed off for a few seconds, looking past Audrey at the millions of tree stumps, and then at UNLESS. I closed my eyes for a moment. _Please… Please let this time be different._

I talked for what seemed like hours and Audrey didn't seem to want me to stop anytime soon. But I saw the sun beginning to set and she was starting to look tired.

"Audrey, isn't it about time you were heading home?"

"But I _need_ to know about the trees! I _really_ wa-"

"You _really_ need to get some sleep. Or at least _I_ need to get some sleep. Either way, you can come back tomorrow if you're so desperate to hear more."

She frowned, but then nodded. "OK. I'll see you tomorrow, then. Bye!" She waved, walking backwards a few steps before turning and running into the mist. I gave a small wave back and smiled to myself. I hoped she would make it back into town safe. And that she really would come back.

* _UNLESS_ *

I woke up the next day trying to suppress my high expectations of Audrey. She was genuinely interested in my story, but I wouldn't let myself rely on her just yet. No-one had ever come back before, and I struggled to believe that would change. Although this did seem promising. Hours passed and she didn't show up. I paced around the Lerkim, in and out of every room, getting more and more agitated every minute. Growing tired, I trudged back up the stairs to my bedroom for a nap and practically collapsed onto the bed.

"Mr. Once-ler!"

My eyes immediately popped open and I scrambled to get off the bed, tripping on the covers and falling over to get to the window. I slowly peeked over the ledge and saw Audrey standing below, looking up. I yelped when she waved at me and ducked down.

"You're back? You're actually here? You're not just a hallucination, are you? That happens sometimes, I get those, they're weird!"

She giggled at that, and I leaned out of the window slightly and scowled at her.

"Hey, don't you laugh at me, I'm a senile old man, things happen, OK?!"

She covered her mouth but I could still see the smile in her eyes, and somehow that made me calm down. _She came back. She actually came back…_ I couldn't help but return the smile. I stood back up and dusted myself off.

"So you're back to hear the rest of the story, huh?"

"Yeah. And I've been painting pictures of the Truffula trees at home! And I painted bar-ba-loots and swomee swans and humming fish and the Lorax…"

I was shocked; not only had she come back, but she was actually interested in my story. She'd remembered everything I told her about the forest. Maybe there was some hope after all. Audrey sat down cross-legged on the ground beside UNLESS and I continued the story.

* _UNLESS_ *

Soon enough, Audrey ran off towards town, agreeing to return again the next day to hear the end of my story. I fell asleep that night feeling the best I ever had in a long time. Someone really, genuinely _cared_. Someone still wanted trees around. And when I woke up, the first thing I did was open the drawer where I kept the seed and took it out. I sat down on my bed with the seed rolling between my hands. This could be the day it was finally planted. After a few minutes, I got up and placed the seed on the desk, ready to be given to Audrey.

I sat and waited for her to arrive, occasionally moving to the window to try and spot her running through the mist. Hours passed, and she still didn't appear. I was starting to grow impatient and uneasy. I began pacing back and forth around the room, then up and down the stairs and around the entire Lerkim. She still hadn't shown up. She wasn't _going_ to show up.

Had she ever even been here in the first place?

What if she really _had_ been just another hallucination?

She must have been. Nobody ever came back. My mind was playing tricks on me. Cruel, deceiving tricks. I'd been living shut up in the Lerkim for who knows how long. I was old, senile, weak and frail. … How was even still _alive_? What food I'd brought with me from Thneedville lasted for a short while, but now I couldn't remember the last time I ate. I had no running water in the Lerkim. The pollution caused by the factory was still rife in the atmosphere.

_I should be dead…_

This wasn't right. It was completely unnatural. It was like the forces of nature had-

_Wait._

_Forces of nature…?_

"_If you're not gone by the time the sun sets on this valley, all the forces of nature will be unleashed upon you and curse you until the end of your days…"_

I didn't listen to him. I didn't think he meant it. He couldn't possibly _curse_ me, could he? But there was no other explanation. I should at least be sick from malnourishment. But not even that. He kept me alive. But that was long before any of this ever happened. He didn't know what he had done. I couldn't blame him. Even so, this meant I would have to live like this forever. Or until the curse was broken, if it could be.

But living forever with the constant reminder of what I'd done… This was defiantly a punishment. I hadn't come across anyone who really cared about the trees, or about me. And returning the trees to the valley was all I was good for anymore. I had nothing else to live for. I couldn't figure out what I was feeling at this point - sad, angry, confused, depressed, hopeless… And it wouldn't end.

I couldn't end it myself, could I? No matter how much I deserved it.

Back in my room, I sat on my bed and buried my face in my hands. Maybe I could end it myself. Maybe the curse only stopped me from dying naturally. I lifted my head and looked around the room. I didn't really have anything to use. But then I remembered - the 'payments' that all the kids had always brought me. I kept them all away in the drawer below the seed's. _The nails._ I could feel my whole body shaking as I pushed myself up and walked, disoriented, over to the drawer. I blocked any thought of stopping. Part of me already knew what would happen, but I needed to know for sure. I gulped and opened the drawer, taking out one of the old, rusted nails, and rolled up one sleeve. I dug the almost dull point of the nail into my wrist and dragged it along the skin. The curse certainly didn't stop me from feeling any pain. I drew the nail across my wrist over and over, and blood did begin to well up, but it was hardly anything. I tried again on the other arm but still the same results. And when I wiped up the blood from my skin, the cuts were already healing over.

When I saw those scars, I suddenly realized what I was doing. If I did this again, I wouldn't stop. I didn't want to turn to that. I was starting to scare myself. I picked up the bloodstained nail and tossed it out the window, then pulled open the drawer and gathered up the others to throw out too. But the scars were still there. They were another reminder of my past, and I couldn't stand the sight of them. I hurried down the stairs to the old cupboard where I kept all my old belongings from the factory, and dug through until I found what I was looking for - the long green gloves. I slipped them on and sighed.

_Forget it. Forget it all._

Shaking the memory from my head, I walked calmly back upstairs. As I entered the room, the seed I had left on the desk caught my eye. I thought for a moment, then picked it up and put it back in its drawer. I may have given up, but it was still special.


	10. Chapter 9: Figuring On Biggering

**Disclaimer - **I don't own The Lorax or its soundtrack. Copyright to Dr Seuss and Illuminations Entertainment.

**(This is probably gonna be the shortest chapter of this fic. But don't worry, it's not over yet ;) )**

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Figuring On Biggering

I was panicking. There were still children coming to me, begging me to tell them what happened to the trees. But I'd given up. No matter what, I always turned them away. I wouldn't speak to any of them. I couldn't. There was no point to. How did they get here? The bridge was gone, what other way was there? Were they so desperate to hear the story? _Then why didn't they ever come back?_ I was scaring myself. I was getting angry, almost violent. I couldn't let any of them come near the Lerkim. I couldn't let them lead me along only to abandon me again. That had happened too many times.

I could hardly even tell who I wanted to protect more - me, or them.

They were only children. They didn't know or understand what I had done, what I had been through. They were safe in Thneedville. With O'Hare running the place. Coming out here to my Lerkim was too dangerous for them, for more reasons than one. The smog wasn't safe. The old, falling-apart building wasn't safe. The rusted nails on the ground weren't safe. _I _wasn't safe. And I needed to keep people away from me.

There were still piles of junk scattered around the Lerkim. They had all come from the factory, meaning they were reminders of my past which I would normally want to get rid of, but I had always suspected they'd be useful. I found old metal tubes, tools, parts of machinery, planks of wood, rope, string, the list went on. And I began working. I needed ways to keep anyone from getting too close. And the best way I could do that was to scare them off.

I started upstairs by boarding up the window of my bedroom. And then, for the first time in years… so many years… I went outside of my home. Out into the smog and stump-filled valley. Carrying what I needed along with me, I kicked the nails away as I walked. I kept going past the old street sign I had made when I left for Thneedville, and then stopped. I dropped everything on the ground before me and rifled through it. I took out old pieces of metal tubes and pipes, firmly planting one in the ground, then went back to the pile. Oddly-shaped planks of wood, the front of an old metal cabinet drawer, cans of white and red paint, a brush and a few other tools. I painted hurried, messy letters onto the wood and metal - _'BEWARE', 'DANGER', 'NO ENTRY!', 'STAY OUT'_. I sat back for a moment and thought, then got up and returned to the nails on the ground, taking a few with me back to the signs. After a few minutes, I had attached the signs onto the pipes and tubes and stood them up. As a last thought, I got a broken, blank sign from inside and quickly scribbled down _'I MEAN IT'_, along with a little skull. I hung it from the bottom sign with a small chuckle and stood back to admire my work.

But that may not stop some of the more persistent kids from coming, so I made the decision to, well… set a booby trap at the door. That took much more time to build. Searching through the junk again, I came across a single boot, some gardening shears and a mallet. _Perfect._

Once everything was in place and set up, I returned to my room. And for a moment, I slightly regretted setting that trap. But it was for the best, and there was no going back now. But I began to think that maybe I shouldn't have given up so easily. What if someone came along who was so insistent on speaking with me, they stood up to everything I'd laid out. They'd be worth it, wouldn't they? And I was shutting them out now. I glanced out the window through the wooden boards and my eyes found UNLESS. More rocks had come loose over the years, but the word was still clear. I thought of the Lorax, wherever he was. He wouldn't want me to give up. He wouldn't want me to stop trying. I had to make it up to him. I had to prove to him just how sorry I was. I was downstairs again in an instant, back to sifting through the piles. More tubes and pipes, pieces of the old intercom system and machinery. Upstairs, they were pulled apart and fitted together again over and over until I finally had what I needed. A way to interact and communicate with that one person who would make the last decades of my life worthwhile. A retractable claw-like arm to pick up and move items (and people, I suppose) and a megaphone on a winding pipe to make speaking to them easier (I affectionately named it the whisper-ma-phone). They could be sent down through the boards over my window and pulled up again. I may not ever use them, but maybe… maybe I would.

Finally finished my second act of biggering, I opened the drawer to check on the seed. Still safe and sound.

Still waiting.


	11. Chapter 10 Looking From An Empty Factory

**Disclaimer - **I don't own The Lorax or its soundtrack. Copyright to Dr Seuss and Illuminations Entertainment.

**(So this chapter turned out a lot longer than I thought it would. So, yeah, enjoy, guys~! ^^/)**

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Looking From An Empty Factory

Everything worked out according to plan for a while. Every now and then, I would peek out between the boards on the window and see some unsuspecting child wander over to the door. I'd hear the doorbell ring, which was soon followed by a snap, a thud and a short scream. They usually ran off after that, and if they didn't, the boot sent them flying halfway back towards the chasm, and they never tried a second time. I was left alone with my thoughts. Although that wasn't necessarily a good thing.

_You shouldn't be doing this, Once-ler._

_And why not?_

_One of these days, that boot's gonna kick away the one kid who could actually care about trees. And about you._

_Shut up, voice._

_Make me._

It really wasn't a good thing.

_Nothing's going to get better if you keep going on like this._

_You still here?_

_I'm you._

_Oh… Right._

But I could only talk to myself. I could only _trust_ myself.

I was still skeptical that anyone would make the effort to talk to me. I never expected it to happen. Then one day, in between the roars of thunder and caws of the crows, I heard a noise outside. Almost like the revving of an engine. I quickly made my way into the bedroom and to the window, bending to look out through the boards.

_Not another one…_

A young boy was cautiously walking towards my Lerkim, leaving what looked like a scooter by the old fence. He was obviously scared - moving carefully and glancing around. He opened his clenched fist to look at what he was carrying, most likely the rumored payment. _Of course._ I lost sight of him beneath the roof of the porch, but heard a crash and scream. Most likely he had knocked over a rusted railing. I waited in silence for him to ring the bell and spring the trap. The familiar rattling started and the mallet sprung out and came down. Only this time, instead of simply throwing the child of the step, it catapulted him into the air. I panicked at the sound of his scream. I may not want him around, but if he left injured, O'Hare would probably hear of it. And who knows what would happen then. Out of fear, I sent the so-far unused claw down, only just catching him before he hit the ground.

Snatching him by the leg, I dragged him up towards the window, now clearly seeing his terrified face. And my fear escaped past my lips as anger.

"Who are you? Who are you and what are you doing here?!" My voice was rough from so many years without speaking, but I ignored it. I reached out to grab him but he swung away.

"I'm Ted! I'm Ted…! Oh, can't breathe…" he muttered to himself, "Are you… are you the Once-ler? Oh man…"

"Didn't you read the signs?" I demanded, not bothering to answer. Who else could I be, anyway? _The Lorax_? "No-one is supposed to come here!" I reached out for the claw's lever to put him back on the ground as I spoke, "Get out of here! And leave me alone! And don't let the boot hit you on the way out."

"The boot?"

I flipped a switch and, as far as he knew, it came out of nowhere and sent him flying a few feet away.

"Whoa! Hello!"

I chuckled to myself at that reaction, and was about to leave when he turned around and snapped at me.

"Listen!" he said, struggling to pull his payment out of his pocket, "People say that if someone brings you this stuff," he finally got them out and held them up, frowning at me, "That you'll tell them about trees!"

_Is he really so interested in them?_

I slowly brought the claw down again and lifted him up to the window, leaning up close and squinting at him.

"Trees…?"

"Yeah! Real ones. Y'know, that grow out of the ground…?"

I thought for a moment. He was persistent, that was for sure. He wasn't letting me scare him away easily. Did he really want to know so badly…?

"Hello…?" He interrupted and I blinked myself out of my confusion.

"Sorry, it's just… Well, I didn't think anyone still cared about trees."

"Well, that's me! The guy who still cares! I'm here."

I grabbed the claw and pushed him back to the ground, not paying any attention to his protesting, to give myself another moment. Even if he turned out like the others, I felt sort of… glad to have someone to talk to again. At least for one night, maybe I could tell my story one more time.

"You wanna know about trees? About what happened to them? Well, they're all gone…" I trailed off. I hadn't let myself remember that time for so long. The regret was still there. "… It's because of me…" It came out as a whisper.

"Wait, what?"

I rolled my eyes, then rolled the whisper-ma-phone down to his ear, not noticing the bugs crawling around inside until it was too late. I meant to keep it quiet, really, but I was in a sensitive state, OK? I might have shouted…

"It's because of me!"

He coughed and spluttered as the dust and creepy-crawlies erupted from the device.

"And my invention. _The thneed_. It was an amazing product," I grabbed the single thneed I kept stuffed in a corner beside the shelves (to make sure I didn't forget anything too quickly) and showed him, "that could do the job of a thousand!"

He laughed slightly and I scowled. "Alright…" he stood, nudging the whisper-ma-phone out the way, "Sounds ridiculous, but, I mean, that's cool."

"You're darn right it was cool!" I gave him a stern look.

I was really doing this…

Throwing him another brief glance, I began.

"It all started a long time ago..."

"Can we start not so long ago maybe?"

"Do you want a tree?" _Little ingrate._

"Yes. Yes…"

_Let it go. This might be worth it._

_Shut up, voice._

_Just tell him the story._

"Then it all started a long…" I glared at him, "_LONG_ time ago. I was a young man leaving home..."

I remembered it so clearly. I could hear my own bright, eager, young voice.

_Well, here I go, Mom, off to change the world with my thneed! I'm actually doin' it…!_

And my mother's cold, condescending tone.

_Yes. But just remember, Oncie. If somehow your invention ends up a failure instead of a success… _I had felt hopeful for a split second, but then - _Oh, it wouldn't surprise me at all!_

The cruel laughter of my family rang in my ears. Chet punching my arm and throwing a cheap insult. No "Good luck!" No "We'll miss you!" Not from them.

_I'm gonna prove you all wrong!_

"So, there I was at the very bottom, with nothing but a wagon, a mule, and a completely irrational sense of optimism."

_Na na nanana na!_

"I was searching the globe, obsessed with finding the perfect material for my thneed."

_Melvin, look, I'm playing my guitar upside-down!_

"But I'd had absolutely no success. Until one day I found…" I searched for the right word, "… paradise."

_We're gonna be there soon, I'm sure, it's like- Whoa…_

I could never forget the first time I laid eyes on the Truffula forest.

_This… is… the most beautiful place… I have ever seen…_

I wasn't exaggerating. Not at all.

_So now our friendship can begin, hand in hand and wing and fin. There's nothing you and I can't do… _"… So let's all make my dreams come true…"

"Wait, are you _singing_?"

I jumped. "W-was I? I-I- Well, I did like to sing a lot back then..."

"Yeah, looks like ya still do."

"Don't you patronize me, kid!" I glared at him through the boards, then cleared my throat, "Now, where was I…? Ah, yes, the animals! And my marshmallows… My poor marshmallows… How I miss them…"

Ted looked a little bored as I described the animals attacking, ripping open the bags of marshmallows then falling in love with those fluffy little bites of heaven…

"Hey, hey, hey, hey… Wait. Wait a minute."

"Excuse me?"

"Um, yeah… That's awesome," Ted pushed himself up from the ground, "Y'know, feeding junk food to forest animals," _Junk?! Blasphemy! _"That's great. But, uh… Is there a musical number where you show me how to get a tree? 'Cause I'd _love_ to hear that one."

"Oh, yes, right after the musical number about the kid who kept interrupting the story, and was never heard from again. Mm-hm."

"Right. Got it," he held out a hand, "Proceed."

I nodded and continued, telling him about the _proud_ moment when I chopped down the first tree, scaring off all the animals.

"Little did I know that by chopping down that tree I had just summoned a mystical creature as old as time itself." Now he was interested. He leaned forward in anticipation. "The legendary… slightly annoying… guardian of the forest." There was a clap of thunder. _Ha. Perfect timing. _"The _Lorax_."

Since all I had to go on here was what old Mustache has told me himself, I had to improvise, and made up an extravagant entrance with a lot of 'lightning and thunder and stuff'.

And when I came to the Lorax's curse, I didn't tell him how it had become a reality. He didn't need to now. But I still told him what he said.

_You have been warned._

"But I didn't listen to his warning," I felt my eyes drooping. It was getting late and I was tired, even if Ted wasn't, "And you won't believe what happened that night."

"What?"

He was obviously engrossed in the story.

"If you want to hear more, then come back tomorrow."

Although my mind was screaming at me not to get my hopes up, that little voice was there.

_He'll come back. He'll definitely come back._

I went to pull up the whisper-ma-phone, but was shocked to feel a tug on it.

"Hey, wait, wait! _Tomorrow_?"

I yanked at the pipe, pulling Ted up with it. It flicked as I gathered it inside, and he was flung into the old bucket hanging by the window.

"Are you serious right now?" he groaned.

I turned back, peering out at him suspiciously.

"You live in the middle of nowhere! It stinks out here!" _Yeah, there's a reason for that_, I thought, glancing at the smoggy skies, "Don't make me come back."

"I guess you don't really want to hear the rest of the story," I let the bucket drop. _Of course. That's fine. Just another disappointment._

He screamed again as he plunged down the earth, then dangled just a couple of feet in the air. I rolled my eyes as he leaned forward, trying to get himself unstuck from the bucket, and tapped it with the claw to tip him out onto the ground.

"No, no, no, no," he stood up, "No, I do, I really do. I wanna hear the story. I just-"

"Nah," I waved my hands dismissively, "You don't have what it takes. Goodbye." I gave him a small wave then retreated inside.

"W-wait, wait, I have what it takes!"

I turned out the light. But I didn't hear him leave.

"It's alright. It's OK. I'll come back." _Huh? What?_ "It's no problem. See, here I am. Leaving. Walking away now," I took a step closer to the window. Ted was still looking up at the Lerkim. He glanced behind them, then waved goodbye, "I'll see ya tomorrow!"

I watched him run back to his scooter.

"Hmmm… Maybe," I mused, "Just maybe."

I sighed and removed my coat and hat.

All I could do was wait.


	12. Chapter 11: Show Your Worth

**Disclaimer - **I don't own The Lorax or its soundtrack. Copyright to Dr Seuss and Illuminations Entertainment.

* * *

Show Your Worth

Before I went to sleep that night, I suddenly remembered something.

_Ted's payment._

It wasn't that I considered that form of 'payment' valuable. It was just that he may not come back. The one kid to brave the traps I had set. The one kid who looked so sincerely captivated by my story. If he never came back, the memories of that one kid would wither away and die, along with the rest of them. His payment would keep those memories alive. I peeked through the boards but couldn't make out the tiny objects on the ground; they were hidden behind the smog, darkness and my failing eyesight. I debated with myself for who knows how long before I hurried down the stairs and towards the front door. It took some time before I had disarmed the trap and opened the door. I stepped out cautiously, coughing a little, and slowly made my way to where Ted had stood. He dropped the items when I hoisted him up with the claw, so they' be scattered around. Luckily, the old snail hadn't gotten too far away and I found him in an instant, and the three small coins weren't exactly hidden on the barren ground amongst the scraggly blades of grickle grass. But when it came to the nail, I hesitated for a second, glancing down at my wrist. I reached out a hand then pulled back.

_It's just one little nail. You can trust yourself with that much, right?_

I closed my eyes and huffed, stooping to pick up the bent nail. Gathering the small objects together, I turned and went back inside, resetting the trap as I did…

Just in case.

* _UNLESS_ *

The next morning I awoke and quickly dressed, ready for Ted arriving at any time. I made the mistake of getting my hopes up but then I remembered little may-have-been-a-hallucination Audrey. Even if Ted did come today, I couldn't be so sure he'd come again. I had to do everything I could to make him see the worth of the story. To make him care. Because if he didn't care, who would?

I waited for hours before I heard the sound of the doorbell.

… _Oh, no._

But then I heard Ted yelp and something hitting the ground. He'd jumped out of the way.

_Phew…_

"Hey, man, hey!" he called out, "Y'know, y-you need change that doorbell."

I went to the window and looked out, seeing him dust himself off.

"Aw. You missed me." I said, trying to sound sarcastic. I couldn't let myself get attached to this kid.

"What?"

"Well, you're already back. Clearly you missed me," I felt a little more confident for a moment, "A little…" but I couldn't help but leak some sincerity into my words, "…Right?"

"No, I didn't," he pressed, "I just, I'm here to hear the rest of the story."

_Hmph. Fine. I didn't miss you either._

"Why are you so interested in trees, anyway?" I asked defensively, "Why aren't you like other kids? Breakdancing and… wearing bellbottoms and… playing the Donkey Kongs…!"

_That's what kids do, right?_

"Yeah… Right, right…"

_That's not what kids do…?_

"Yeah, I dunno. Uh, I just… I just, y'know, I thought it would kinda cool to… have one, y'know…"

_Ooohhhh…_

"Ah? It's a girl, isn't it?"

He spluttered. "What? No!"

"Really? 'Cause when a guy does something stupid once, well, that's because he's a guy, but if he does the _same_ stupid thing twice it's usually to impress some… _girl_."

"Hey, she's not _some girl_!" he snapped. _But she's still a girl. _"She's a _woman_," _Wait, what? _"In high school." _Oh, that makes sense. _"And she loves tress. And I'm gonna get her one."

"Aw, how nice to see someone so undeterred by things like _reality_."

"Thank you."

"Alright. Where did we leave off?"

"The Lorax's warning that you didn't listen to."

"Ah! Yes. Well, after he left, I spent the rest of the day and into the evening knitting the very first thneed."

_Now that's a thneed! Nothing unmanly about knitting. Nooo sir!_

I trailed off as I realized I had no memory of what happened next; I'd been asleep the whole time. _Better improvise again._

"The moment I fell asleep that night, the Lorax and all his little animals were at my house. He sent the bar-ba-loots inside to lift up my bed, me still lying fast asleep, and carry me out. Only, uh… th-they couldn't get the bed through the door. The Lorax convinced them to get it out through the window instead. But Melvin was out there keeping an eye on things like the loyal pet he was. And he was about to wake me up but the Lorax bribed him with truffula fruit and he let them go on. Then… uuhhh… They carried the bed down a slope towards the river, with the Lorax on guard the entire time… jumping around l-like a ninja! A-and the humming fish were singing th-the Mission Impossible theme song…!"

"OK, now you're just makin' stuff up."

"D'you want to know about trees or not?"

"Fine, fine, I'm listening…"

"Anyway. They reached the river and the bar-ba-loots passed the bed _onto_ the humming fish, who eased it into the water gently so as not to wake me. Only what they didn't realize, was that Pipsqueak, one of the bar-ba-loot pups, was sitting on the bed with me. Now, Pip couldn't swim so of course they had to save him. Now, the Lorax tried everything he could think of but nothing worked. They were running along the river bank but then uh, my… my foot dropped into the water, causing the bed to turn down a rougher stream. The humming fish even started singing a funeral march. And _that's_ when he got concerned for _my_ safety as well as Pipsqueak's. Pip was panicking and jumped to one end of the bed, making it flip over. And once I hit that freezing water I was wide awake. And I had no idea what in the world was going on. Pip was clinging onto the bed."

_What's happening? Where is- where am I?!_

"And the Lorax was still running along the bank, with the animals all running along behind him. He called out 'Hey, we got trouble, and it's comin' up fast!' and pointed further upstream. And when I looked, I saw wild rapids."

_Wah! We're in a river!_

"I have never been so terrified in my life. When the rapids slowed, I thought maybe I was safe, but then, up ahead, was a waterfall. And the Lorax and the animals were still trying to figure out a way to save us both. I have absolutely no idea what was going through his head but right when we about to go over, he dropped a boulder on us! A _boulder_! Well, actually, it worked. It landed on the other end of the bed and launched us up into the sky. I managed to grab Pipsqueak but then I hit the ground and I was out cold again. Now the Lorax was scared he'd killed me or something. He tried CPR, which is a horrifying thought, but that didn't do anything. So he picked up Pipsqueak and another pup, rubbed 'em together and used them as bar-ba-loot defibrillators. And that woke me up. And, I have to admit, I was pretty grateful for that."

_I-I was heading into the light, and you pulled me right back, and here I am!_

_Yeah, I know, well, yeah, not that big a deal…_

_It is a big deal! Wha- I almost went over that waterfall! … Wait… In my be- How did my bed get in the river…?_

_Uuhhh… About that… Actually, umm… Iputyourbedinthewater._

"Momentarily. As soon as he told me what happened, I was up and leaving, but he started to explain."

_I didn't mean ya any harm! I just wanted to calmly float you away. Look, everyone here needs the trees. And you're choppin' 'em down. So… We've got a big problem._

"And then I looked down at Pip at my feet. And really, who could resist a baby bar-ba-loot? So I made a promise."

_Alright, look… I hereby swear that I will never chop down another tree. I promise._

_Thank you. But I'm gonna keep my eye on you._

"And he certainly wasn't kidding about that. I woke up the next morning with that fuzzball in my bed. And my entire house filled with bar-ba-loots, swomee swans and humming fish. But really, I had more important things to deal with. Like taking my thneed and my guitar into Greenville - that's what Thneedville was called back then - and pitching my sale."

_You're bringing a guitar?_

_Oh, yeah, oh, I got a little jingle. Gonna blow some minds. Gonna sell some thneeds! Yeah…_

This time, I caught myself before I starting singing again.

"Unfortunately, I didn't sell it the first day. Or the second day. Or the third or fourth or fifth… Until finally…"

_That's it! Y'know what, I am done with this thing. My family was right, I quit!_

"… I threw the thneed in the trash and went back the forest. And for a while, I forgot about the thneed. I played cards with the Lorax, made some pancakes for everyone. But then we heard something coming. We all ran out to see what seemed like all of Greenville parading into the forest, singing _my_ jingle. They _liked_ it. They _liked_ my invention. I was _successful_. I was gonna be everything my mother told me I could never be. I called up my family and told them to come down."

_I'm gonna need all the help I can get. Don't worry._

"I shouldn't have done that…"

"… Why not…?"

I looked down at Ted sitting on the ground. He had seemed a little bored at times, but for the most part, he was completely enthralled. But I couldn't get through any more that night. I really couldn't. I just… wasn't prepared to tell him about that time just yet.

"… You come on back tomorrow, and I'll tell you."

"What? Again? But this was just gettin-"

"_Please_, Ted. Just go home. If you really wanna know, then come back here tomorrow. I'll tell you then."

He opened his mouth to speak, but he must've seen the look in my eyes through the boards on the window. He sighed and nodded.

"I'll be back then. See ya."

He waved, and then he was gone.


	13. Chapter 12: Lead The World

**Disclaimer - **I don't own The Lorax or its soundtrack. Copyright to Dr Seuss and Illuminations Entertainment.

* * *

Lead The World And Heal Tomorrow

The next morning, I was awake early. I couldn't sleep, knowing this could be the day I finally fixed my mistakes. But it could also be the day I completely gave up. I sat looking out the window at UNLESS, waiting for Ted to arrive. At least, hoping he would. I gazed wistfully at the engraving in the stone, still asking myself what it meant. It almost felt like I already knew, like it was something I'd been telling myself this whole time. What was it I was looking for exactly? What did _I _want? What had I always wanted, from the very beginning?

I only wanted someone to care.

I turned and looked at the items that still sat on the table. 15¢, a nail, and a great-great-great grandfather snail.

If Ted wasn't that someone, I'd give up. Nothing would get better.

* _UNLESS_ *

I was still sat at the window when I heard the sound of Ted's scooter approaching. It slowed and stopped and he emerged from the fog, carrying a small pink bag with him. _Is that…?_

"Hey, I'm back!"

But I had more important things to think about than replying. "What've you got there?" When I saw, I let out a small excited yelp and clapped my hands. "Haha, yes!"

_Marshmallows!_

Thinking quickly, I took hold of the whisper-ma-phone and pushed it down to him. He easily figured out what I was doing and poured a few into the funnel, and I sucked them up. I hadn't eaten _anything_ in years, let alone marshmallows. And they tasted sweeter and fluffier than I remembered.

"Thanks, Ted…" I mumbled through chewing and held up a hand telling him to wait a moment. Then, feeling much better, I launched straight into the story.

"Now, picture this. Sun shining. A blue sky. A _perfect_ day," I began, "It was all downhill from there.

"I was in my cottage when I heard the horn on my family's RV and I came outside just as they pulled up. All the animals came to see what was happening, since they'd never seen any kind of vehicle before. Pipsqueak was hiding behind me and the Lorax was at my side. Everyone came out one by one; my Aunt Grizelda, my brothers, the twins Brett and Chet, who decided to try playing football with a bar-ba-loot. My Uncle Ubb, and, of course, my mother. And as soon as she saw me she was praising me, showing me the affection she'd never shown me before. I wasn't prepared for that. I wasn't used to that at all."

_Oncie, is that you?_

_Mom…!_

_There he is! There's my big, suddenly successful son. We always knew you'd make it, Oncie. Right?_

_Hey! I love this guy!_

_But you always said I wouldn't amount to anything, remember…?_

_Oh, hush your mouth, I was just tryin' to motivate you._

_I am really glad that you clarified that because that actually hurt my feelings for a really long time._

"The twins got the RV set up and we were about to get to work when the Lorax saw it. And he wasn't happy about them staying there in his forest with me. He told them they had to go, and that almost started a fight between him and my aunt. I managed to break it up and introduced him, but he still wasn't havin' it."

_This is my family! And I'm gonna need their help if my company's gonna get bigger. OK?_

_Bigger?_

_Yeah! This isn't just some rinky-dink operation anymore. I got plans. Big plans! A vision… of a world filled with thneeds! It's gonna be huge!_

… _Which way does a tree fall?_

_Uh, down?_

_A tree falls the way it leans. Be careful which way you lean._

"He walked away after that. We rarely talked. We just went about our own business and didn't bother each other. I started making plans for the factory while the others harvested the tufts from the trees. I was still keeping my promise. But then they convinced me to chop down the trees again. I had my brothers do it. I thought I'd found a loophole there - I wasn't the one chopping 'em down, so I wasn't breaking my promise. But then when I was relaxing in my cottage, strumming my guitar with a baby swomee swan keeping me company, the Lorax came back. He tried to warn me again…"

_Hey, you broke your promise! You're better than this. Ya gotta stop. This is bad!_

"But again, I didn't listen to him. And Aunt Grizelda just picked him up and flung him away."

_Bad? I'm not bad, I'm the good guy here. He just doesn't get it. Do you think I'm bad?_

_QWAK!_

_Thank you. I mean, something good finally happens to me and… he just has to come along and rain on my parade. What's his problem?_

_QWAK!_

_See? Yeah, bad, right…_

"I just let it happen. I only thought about my own success. Money. Fame. My mother's love and pride. We were selling thneeds left and right. The factory was built. I had PR people, lawyers, everything. A new suit, a new guitar. I stopped caring about the Lorax. I stopped caring about the animals. And I never really cared that I was killing the trees at all. My family, the people who doubted me my whole life, were _working for me_. I got too full of myself. I didn't think to replant the trees. I didn't do anything to stop the pollution. I didn't see any of it. I only saw what I wanted to see. It didn't last long. I lost it all in just five years. The Lorax had been trying to talk to me the whole time, but I took every precaution to keep him from entering the factory. But not long after Greenville was renovated into Thneedville, there he was on my balcony. I got mad at him. I drove him back outside, telling him he couldn't stop my progress. That _nothing_ would stop it. Then the last tree fell. The very last Truffula tree of them all. That was the first time I really _looked _at what was going on. At what _I_ had done. My family left me, the Lorax sent away all the animals, and then he just… lifted himself off up into the sky. And where he'd stood, he left that." I gestured to UNLESS.

Ted turned to look at the rocks. He slowly walked over to read the word carved into its side. Then he lifted his head to me again.

"So this is really all your fault," he said, "You've… destroyed everything."

"Yes," I lowered my head, "And each day since the Lorax left I've sat here regretting everything I've done. Staring at that word… 'Unless'… A-and wondering what it meant. But now I'm thinking… Well, maybe you're the reason the Lorax left that word there."

"Me? Why would he leave that for me?"

I had spent years trying to decipher the meaning behind that one word, but as I was waiting that morning, I had realized I was right. I had known it all along.

"Because unless someone like you cares a whole awful lot, nothing is going to get better," I turned away, "It's not…"

This was it. I pulled open the drawer and soon found it, nestled in a corner, then held it out in between the boards. I was scared for a moment, gripping it tightly, before I turned my hand over and dropped it. Ted reached out and caught it, carefully picking it up between his thumb and forefinger.

"The last Truffula seed. You need to plant it, Ted."

"Yeah, but…" he furrowed his brow and looked up at me, "Nobody cares about trees anymore."

"Then make them care. Plant the seed in the middle of town where everyone can see."

_Please._

"Change the way things are."

_You need to._

"I know it may seem small and insignificant, but it's not about what it _is_. It's about what it can _become_. That's not just a seed, any more than you're just a boy."

He seemed to consider it before he curled his fingers around the seed protectively and made his way back to his scooter. He strapped on his helmet and revved up the engine."

"I won't let you down."

He drove off down the hill back towards Thneedville. Although I knew he wouldn't hear me, I wanted to reassure myself.

"… I know."


	14. Chapter 13: Let It Grow

**Disclaimer - **I don't own The Lorax or its soundtrack. Copyright to Dr Seuss and Illuminations Entertainment.

**(So this is an _extremely_ short chapter but the story's not over yet~! Two more chapters still to come ^^)**

* * *

Let It Grow

Pacing back and forth anxiously around the room, I let my mind wander. Which, as usual, was kind of dangerous. It was entirely possible the people of Thneedville wouldn't want the tree. Or even allow him to plant it in the first place. Or what if he lost the seed on the way into town? What if he didn't even make it back into town? What if-

_No, you've got to stay positive. He'll do it._

_Will he, though? How can I be so sure?_

_Because he cares._

_Does he…?_

… _Did I make the right choice? I-I mean… Is Ted the right person? Is it the right time? Have I waited too long? How bad is it in Thneedville, anyway? Could a tree even grow there? Is O'Hare still running the town? Oh, God, if he's still in charge, how's Ted supposed to get the seed planted? How could I do that to him? There's no telling what trouble I could be getting him into…!_

As I grew more and more uneasy, I began roaming around the Lerkim, looking for whatever ways I could to distract myself. But it was all in vain; the voices in my head were overwhelming. And really, it was _my_ voice. I couldn't help but be paranoid. I'd been locked up here for decades, and now I had to take a leap of faith and pray a _kid_ could change the minds of a whole town's population.

* _UNLESS_ *

I was still walking aimlessly around the building, completely oblivious to how much time had passed since Ted left with the seed. Whatever I did, I couldn't think of anything else. He _needed_ to succeed. If he didn't, there was nothing more I could do. He had the seed. It was all in his hands now.

Another problem struck me then: how was I to know when, and if, he had made it? How could I know if he'd planted it, if the citizens of Thneedville had accepted it? Would he come back one more time? If he did, would he bring people with him? Should I venture outside for the first time in years to find out myself? I told myself to trust Ted. He'd make sure I knew. Wouldn't he?

I shook my head and blinked myself out of my daze. There were too many questions in my mind. Wandering down the stairs once again, I came to the front door. I stopped and stared at the trap set against it, waiting for the doorbell to be rung. If everything went as planned, I wouldn't need these devices anymore. I turned away and searched the Lerkim for my tools, soon coming across the old ax I had once used to cut down the first Truffula tree. I picked it up hesitantly, remembering what it was last used for, and was about to continue rummaging through the remaining junk for the rest of the tools when I heard something outside. It was faint, but I could just make out the metallic bangs ringing out through the valley. I hurried back upstairs and scrambled to get a good view through the boarded up windows, absentmindedly placing the ax on the desk with Ted's payment. In the distance, the wall around Thneedville looked as though it was shaking. The banging got louder and the shaking more violent until eventually a section of the wall collapsed. Through the fog, I could make out the silhouetted crowd of people behind it stood next to what looked like a bulldozer, which a small figure climbed up onto.

_Ted?_

He raised a hand, holding out what must have been the seed to the people. I waited for a moment for him to jump to the ground and march triumphantly through the crowd to plant it. Instead I only saw his shoulders sag as he lowered his arm. But then I heard a voice break through the silence, joined by more, singing out together. Soon, Ted was on the ground and walking with the others back into town. I looked around desperately, spotting the ax I had left to one side, and picked it up, haphazardly hacking the wooden boards from the window so I could lean out, getting a far better look at Ted's work.

_He did it…_

I felt tears prickling in my eyes and my bottom lip quivered.

_Will he come back now?_

I blinked away the tears and smiled proudly.

"Thank you, Ted."


	15. Chapter 14 Celebrate The World's Rebirth

**Disclaimer - **I don't own The Lorax or its soundtrack. Copyright to Dr Seuss and Illuminations Entertainment.

**(Sorry for the lateness ^^' So my very first fanfiction's about to come to an end. Just the epilogue to come next week, but I'm working on a OnciexOC fic now so you haven't seen the last of me ;) Thanks for reading, guys~!)**

* * *

Celebrate The World's Rebirth

I stayed by the window for some time, watching the figures of people through the fog as they dispersed from the crowd to look out at the barren valley. But none of them went too far past the wall. Not even Ted stepped out amongst them. I could picture him carefully planting the seed and showing the people of Thneedville how to care for it, and, maybe, just maybe, telling them the story of how that seed got there. And I hoped beyond all hope that they would forgive me. And… that someone… anyone… would remember me.

But as long as I stayed there, looking out from that window, no-one came. I'd thought Ted would come back, wanting to tell me everything and that they were all thankful. But he didn't. The last few shadowy figures disappeared from sight and I turned away with a soft sigh. I trusted Ted. He wouldn't leave me here alone. Not now. He'd come. He'd never let me down before.

But then I took one last look out the window and spotted UNLESS, worn and broken from the years of hardships, and I remembered. The one I was most desperate to see.

_Please come home…_

* _UNLESS_ *

The following morning, I was up early. First, I took the ax and hacked off the last of the wooden boards around the window frame, soon moving downstairs to other windows. I returned to my room and got to work taking apart the claw and whisper-ma-phone, knowing I would no longer need them, but I decided to keep the bucket attached; it may be useful someday. I mean, you never know.

Picking out the other tools from the rubble on the way downstairs, I approached the front door. It took hours to properly dismantle the old traps, but I needed something to distract me from my worries. Ted still hadn't shown up yet, and neither had _he_.

The one I practically craved forgiveness from.

I didn't know if he _would_ come back. I didn't even know if he _could_. But I had to have faith. Faith was all that got me through this whole ordeal. It was all I had. Other than Ted. I couldn't be so sure the rest of Thneedville would accept me yet. That would take time. And I had all the time in the world. I'd wait however long it took to be welcomed back into my former home, and I'd wait even longer for my old friend - _"acquaintance" _- to return.

I was soon able to open up the front door with the contraptions out of the way and when I stepped outside, the air was still smoggy and sour, and the ground was still dry and bare, but I could see the wall around Thneedville coming apart piece by piece. There were silhouetted people all around - cranes, trucks, everything - and I couldn't help but smile. I'd made a difference. For the better this time. And closer, I saw more construction workers beginning to restore the bridge; iron bars lay across the chasm for support and stone bricks sat in stacks next to a cement mixer. Then two other figures appeared next to them, much smaller, probably children. The shorter of the two spoke to the workers for a moment before they nodded and slowly helped them across the structure. Curiosity rooted me to the spot and I watched in silence; the two small figures safely reached the other side and turned back, presumably to thank the workers, then the shorter led the taller up the path. They were coming closer, and it was only when they broke through the mist that I recognized the smaller as Ted, and my smile grew bigger. Behind him, looking around with a sort of confused expression on her face, was a girl a little older than him.

_Ah. The high school girl who wanted a tree._

I felt a smirk tugging at my lips as they approached, then I noticed something familiar about the girl. And she seemed to have the same feeling. She looked at the Lerkim with eyes open wide in recognition before her gaze rested on me standing on the porch and she brought a hand to her mouth in a silent gasp. Ted broke the tension, barely even noticing it to begin with.

"Once-ler!" he rushed over, the girl cautiously following him, "I didn't think you'd be out here."

"Well, I… I thought it was about time to face the world again." I fixed my eyes on Ted, but glanced back at the girl. I couldn't shake the feeling I'd seen her somewhere before. But she didn't say a word. She only stared at me with an almost guilty look on her face.

"Oh, uh, this is Audrey," Ted spoke up cheerfully.

And it clicked in my mind.

_Audrey._

"… I thought you looked familiar…"

"Wait, what?" Ted was pushed aside as Audrey took a nervous step towards me.

"I-," she looked down at her feet, wringing her hands, then lifted her head again, "I'm sorry…"

"S-sorry? OK, what is-" Ted tried to interject.

"… I had almost convinced myself I was only seeing things. No-one ever came back the second day before you."

"I-I was going to come back again. I was. I just…"

"Wait, _you_ came t-"

"I didn't tell my parents I'd come here, a-and my dad caught me when I got home… H-he was asking me where I'd been that day, and the day before. I'm not a great liar so… I told him I'd been outside the wall and he grounded me, I-I…"

I bent down to her level and placed a reassuring hand on her shoulder, looking her in the eye. "It's alright. At least you gave me some hope. I really needed it."

She smiled and I patted her shoulder before moving my hand away.

"OK, is anyone gonna tell me what's happening here?"

We both turned to look at Ted, who was frowning up at us, obviously confused.

"Well, Ted, you weren't the only one who ever wanted to know about the trees. A lot o' kids came, in fact I lost count some years ago. And you may have been the first to hear the whole story, Audrey here came pretty close. She was the first one to come _back_."

Ted's eyebrows shot up and he looked at Audrey, who gave him a small chuckle in return.

"That's how I knew about the trees, Ted," she turned back to me, "I remembered some of the things from your story. I covered the whole back wall of my house with paintings of the Truffula valley. But… O'Hare had it covered up."

Both Ted and I were shocked.

"He did _what_?"

"O'Hare's still in town?"

"Uh…" Audrey looked between us, "Yeah. He had it all painted over a couple of days ago. But I've restarted it. I'm gonna repaint it has the valley _and_ Thneedville now. And…" she looked at me, "He's not around anymore," she looked down at Ted and they both smiled playfully, "He was… kicked out after the whole tree thing yesterday."

_Huh. Well good riddance._

"By the way," Ted started, "A-are you gonna, y'know… come back to Thneedville? I think everyone would wanna see you."

… It would be good to rejoin society. I looked out towards the town through the smog. The construction teams were still hard at work. Everything was finally getting better. But there was one thing that wasn't quite right. Not just yet. I took a deep breath before I answered.

"Ted, I-I'm happy right where I am. It'll be good to see the forest when it regrows… But it wouldn't hurt if you visit me once in a while."

"Sure."

Audrey took a step towards us, "We should get going. It… it was great to see you again."

"And you too, Audrey. You better come up here as well, you hear?"

"Of course," she said with a chuckle, and turned to leave with a small wave.

Ted went to follow her but before he got away, I grabbed his arm.

"Good luck," I whispered, nodding my head towards Audrey and winking at him. He gave me '_you've got to be kidding me'_ look and I let him go with a small laugh. He waved and shouted a goodbye and I watched them go, letting my mind wander to the real reason I couldn't go back to Thneedville.

_I'm still waiting for something. I'll wait right here, no matter how long it takes_


	16. Epilogue: This Is All So Gratifying

**Disclaimer - **I don't own The Lorax or its soundtrack. Copyright to Dr Seuss and Illuminations Entertainment.

**(This is it, the end of my first fanfiction . Thanks so much for reading~ But just wait for a bit and I'll be starting my Once-lerxOC fic, my very first romance story ever, fanfiction or otherwise 0.0)**

* * *

Epilogue: This Is All So Gratifying

I waited in the old Lerkim for years. The grass began crawling across the ground once again, the sky was clean and clear and the river flowed beneath the bridges. I waited, watching the Truffulas sprout once again, watching the wall around Thneedville slowly disappear, watching the stone bridge stretch across the chasm.

Watching Ted and Audrey grow older.

The two kept their promise and came back to see me whenever they could. I finally told Audrey the rest of the story after all those years, and even worked up the courage to tell them both about the curse. That left them in stunned silence for a moment before I quickly changed the subject. They would bring along their family, their friends, and every time, just before they left, they would always say the same thing.

"Why not come back with us?"

Every time I would look towards UNLESS.

"… Not yet."

Every time I'd decline. And usually, they left it at that and they'd return to Thneedville without me. Until one day, Ted, now a young man, stopped and frowned at me when I gave my answer.

"Why?"

"I-I…"

"Why won't you come back?"

"W-well, I-"

"What's here for you? What are you waiting for, Once-ler?"

Without a single word, I glanced past him at UNLESS, and he turned his head, following my gaze. When he looked back at me, I could see the remorse in his eyes.

"Do you really think he'll come back?"

"He… Ted, he _has_ to," I told him firmly, "He _will_."

"But how do you _know_?" he demanded, gently but obviously disbelieving, and I only stuttered in response, "What if he doesn't come back? You're gonna be alone up here for a long, long time."

"And what if he does?" I raised my voice, feeling my anger rise. I so rarely got mad at Ted, and his expression instantly changed to one of fear, "What if he comes back and I'm not here? I'd never know, Ted. I have to know. I have to see him again. Everybody in Thneedville may have forgiven me, but if I don't hear it from him, then what is any of that worth?" I found myself hunched over Ted, staring him down while he looked up at me with wide eyes, and a memory flashed in my mind.

"_I have done nothing illegal, I have my rights, and I intend to keep on biggering and biggering and turning more Truffula trees into thneeds. And nothig is going to stop me._"

I blinked and shook my head, taking a step back. Ted still looked uncertain, raising an eyebrow at me.

"Uh… S-sorry, Ted, I just…" I sighed, "This is important to me. I can't leave the valley. I mean… the animals haven't even come back yet…"

"Fine," he said after a moment, "I won't bring it up again. I'll see you soon."

"Alright. Goodbye, Ted." I patted his back and he turned away, holding up a hand in a wave. I stood and watched him go, catching up to Audrey, who was already halfway to the bridge.

_He'll come back, _I told myself.

_He will come back. _

* _UNLESS_ *

A few days after that conversation with Ted, I went out to take care of my regular tending to the Truffula saplings outside the Lerkim. Thankfully, the people of Thneedville had helped me get back on my feet and turned the Lerkim into a better home - meaning I had electricity, running water, heating. Everything. I filled a watering can to the top and headed outside into the warmth and fresh air, taking a deep breath as I did. I stopped for a second and looked up. It felt so much better now; the sky shone blue, unobstructed by the smog, and the babbling of the river echoed out along the breeze.

I continued walking and tipped the watering can as I did, sprinkling its fresh contents onto the tiny saplings at my feet. The grass was still growing, and the least of it was around my home, but at least it was there at all. It was relaxing to just stand and water the young Truffulas; I had waited for so long, so many years, to see them again. And this time I'd let them grow, and I'd protect as the Lorax did, until he returned to take over once again.

I heard something behind me. Not footsteps, not the whistling wind. Something familiar… but something I could barely remember. I turned and looked up, shielding my eyes from the sun above.

A shadow crossed my face.

I slowly lowered my arm as a lone swomee swan flew past. It looked at me for a split second as it soared by. I smiled.

_Welcome home._

But then I heard something else. A soft sound, strangely unnatural, yet the most natural thing there could be. As if I could hear a glowing light. And when I turned back around, the sun seemed to grow brighter. A single shaft of light, just the same as the one that had guided my old friend away decades ago, broke through a cloud and fell on UNLESS. I was awestruck. I couldn't speak. I couldn't even think. I could do nothing but watch as he descended from the heavens, like a small, fuzzy… _bossy _angel. He looked me in the eye as his feet touched the rock and smiled proudly. I could have burst into tears at that moment, but I didn't.

I laughed and held up my hands to him in welcome, coming closer and bending down.

"Ya done good, Beanpole," he said softly, nodding, "Ya done good."

All I could do was drop to my knees and hug him. I felt him tense up in surprise, but that melted away in an instant and he patted my back in reassurance. I pulled back and looked at him before standing up. He laughed.

"By the way, nice mustache."

~ THE END ~


End file.
